Mr. Alberto Morales reports

ANDEAN PRECIOUS METALS ACQUIRES PRODUCING HEAP LEACH GOLD MINE; EXPANDS ITS FOOTPRINT INTO THE U.S.

Late Friday, Nov. 24, 2023, through Andean Precious Metals Corp.'s wholly owned subsidiary Soledad Holdings Inc., Andean signed and closed a transaction to acquire a 100-per-cent interest in Golden Queen Mining Company LLC from Auvergne Umbrella LLC (the seller). All amounts are in U.S. dollars unless otherwise stated.

Golden Queen operates the Soledad Mountain mine and heap leach operation located in Kern county, Southern California. Since its commercial start-up in mid-2016, Soledad Mountain has produced more than 340,000 ounces of gold and approximately 3.5 million ounces of silver.

"Andean's acquisition of Golden Queen represents an important step towards achieving our vision of becoming a multijurisdictional mid-tier producer in the Americas," stated Alberto Morales, Andean's executive chairman and chief executive officer. "After an extensive review of available acquisition targets and thorough due diligence, Golden Queen stood out as a strong foundational asset that sets us up to diversify and increase annual production and move into a Tier 1 mining jurisdiction. Furthermore, the structure of the transaction and its payment terms allow us to maintain our strong cash liquidity position and pursue other opportunities for future growth."

Mr. Morales added: "With recent mine infrastructure investments now complete, our focus is on developing a new mine plan to ensure Soledad Mountain is well positioned to benefit from an improved production and cost profile. Potential catalysts, including mine optimization, ore control, operational improvements, an updated NI 43-101 mineral reserve and resource estimate, and exploration opportunities, are expected to unlock further value for our shareholders."

Transaction highlights:

• Established mine performance:
  • Since mid-2016, Soledad Mountain has produced more than 340,000 ounces of gold and approximately 3.5 million ounces of silver. Based on a historical total proven and probable mineral reserve estimate at Soledad Mountain, as defined in 2022, Andean is targeting to maintain steady-state annual production until 2028;
  • The management team is focused on driving continuing and sustainable improvements to production, operations, cash flow and costs per ounce at Soledad Mountain.
• Value creation opportunities through optimization, efficiencies and exploration:
  • Extensive due diligence and strategic reviews conducted by Andean and third party consultants highlight opportunities to surface underlying value at Soledad Mountain through mine plan optimization, ore control processes and production efficiencies;
  • Additionally, there is potential exploration upside at Soledad Mountain. The epithermal mineral system consists of a cluster of northwest-trending veins and vein breccias and features near-pit and near-surface mineralization within permitted boundaries. It is deemed favourable for new discoveries that may yield expansion of Soledad Mountain's mineral resources and mineral reserves.
• Attractive deal structure allows Andean to maintain liquid assets of $81.1-million:
  • Golden Queen is expected to be accretive to Andean's production and mineral reserve and resource base;
  • The acquisition added $133.4-million in net assets to Andean's pro forma balance sheet; the carrying value of the net assets is based on Golden Queen's audited financial statements as at Dec. 31, 2022;
  • The acquisition price included $5-million in upfront cash consideration paid out of Andean's cash on hand plus net working capital adjustments. Additionally, there are two deferred payments of $5-million each. Andean may choose to pay the two $5-million deferred payments in either cash or common shares, allowing time for a potential rerate of Andean's common shares before payment is due.
• Low capital expenditure requirements:
  • In 2021 and 2022, approximately $23-million was invested in Soledad Mountain's infrastructure, including a stage 3 leach pad and new mining and processing equipment. Andean does not foresee any major future capital requirements.
• Kern county, California, United States -- a mining-friendly county in a Tier 1 mining jurisdiction:
  • Kern county prioritizes the development of energy and natural resource projects;
  • Local communities and government show great support for mining, with certain mine reclamation not expected to commence until the end of aggregates mining at Soledad Mountain, which is currently permitted to continue until 2061.
• Transforms Andean into a multijurisdictional precious metals producer:
  • With its acquisition of Golden Queen, Andean has two producing assets, providing it with geographic and commodity diversification, as well as a solid platform for growth in the U.S.;
  • Andean's pro forma consolidated annual production is expected to significantly increase based on historical production at Soledad Mountain, which produced 4.6 million silver equivalent ounces in 2022.

Kappes, Cassiday & Associates (KCA) -- historical estimates

The historical proven and probable mineral reserve estimate at Soledad Mountain, as defined by Golden Queen in an unpublished report dated June, 2022, was 28.1 million tonnes at an average grade of 0.74 gram of gold per tonne (g/t) and 10.44 g/t of silver, containing 670,000 gold ounces and 9.4 million silver ounces. KCA contributed to the reserve estimates (operating expenses and recoveries) and Independent Mining Consultants Inc. reviewed and signed off.

KCA, Independent Mining Consultants, Respec Company LLC and George Klemmick (American Institute of Professional Geologists certified professional geologist, consulting geologist, Chugiak, Alaska) have been retained by the company to perform an independent evaluation and update the mineral reserve and resource estimates and mine plan for Soledad Mountain. The mineral reserve and resource estimate is to be filed within 45 days of this announcement.

About Golden Queen Mining Company LLC

Golden Queen has been operating the Soledad Mountain gold and silver mine in the western Mojave Desert since 2016. The mine is located approximately five miles south of the town of Mojave in Kern county, Southern California. The project is easily accessed from either Las Vegas, Nev., or via approximately 100 miles of paved roads from Los Angeles International Airport.

The mine's history dates back to the late 1800s, when precious metals were discovered in float samples, leading to the discovery and development of the Queen Esther underground mine at Soledad Mountain. Today, the mine utilizes conventional open-pit mining methods, cyanide heap leach and Merrill-Crowe processes to recover gold and silver from crushed, agglomerated ore. The mine processes an average of approximately four million short tons of ore per year.

Exploration

The mine produces gold and silver from multiple northwest-trending, northeast- and southwest-dipping epithermal veins, vein breccias and vein splays hosted in Miocene-aged felsic volcanic rocks. It is one of the newest gold mines in the state of California.

The epithermal mineral system at Soledad Mountain, consisting of a cluster of northwest-trending veins and vein breccias, is deemed favourable for new discoveries that may yield expansion of the project's mineral resources and mineral reserves. Of immediate interest is the potential to upgrade the project's inferred mineral resources followed by testing extensions of the main mineralized structures outside of the limits of the project's mineral reserves and resources. These and the potential for discovery of new mineralized structures, to the east and west of the main deposit, will be examined and prioritized by Andean going forward. Andean intends to begin a new exploration program shortly to unlock these potential inferred resources.

Deal structure

For 100-per-cent ownership and control of Golden Queen, aggregate consideration to the seller consists of the following:

1. $5-million plus net working capital adjustments in cash paid by Andean to the seller at closing;
2. $5-million payable in either cash or common shares of Andean, at Andean's option, on the 12-month anniversary of closing;
3. $5-million payable in either cash or common shares of Andean, at Andean's option, on the 22-month anniversary of closing.

The $5-million payable on each of the 12- and 22-month anniversary dates will be priced at the volume-weighted average price of Andean's common shares on the TSX Venture Exchange for a 20-consecutive-trading-day period ending on the second trading day immediately preceding the applicable anniversary, after applying the Bank of Canada exchange rate on the date that is two business days prior to the date of issuance. The issuance of the common shares is subject to TSX-V and other regulatory approvals.

As part of the acquisition agreement, Golden Queen will retain a Main Street priority loan (MSPL) with CommerceWest Bank of California. The MSPL bears interest at the three-month London interbank offered rate plus 3 per cent and is payable monthly. A first principal payment of $7.5-million and $200,000 of accrued interest was paid through Golden Queen concurrent with the closing of this acquisition, reducing the total amount owing on the MSPL from $51.6-million to $43.9-million. A second principal payment of $7.5-million is due on Nov. 24, 2024, with the remaining principal balance due upon maturity on Nov. 24, 2025.

Advisers

MPA Morrison Park Advisors Inc. acted as Andean's exclusive financial adviser. Fogler, Rubinoff LLP acted as the company's legal adviser in Canada and Musick, Peeler & Garrett LLP acted as Andean's U.S. counsel. Other advisers included Ernst & Young LLP.

Canaccord Genuity Corp. acted as the seller's exclusive financial adviser and Morgan, Lewis & Bockius LLP acted as the seller's legal counsel.

Webcast

Management will host a conference call and webcast to discuss Andean's acquisition of Golden Queen. Details are as follows:

Date and time: Monday, Nov. 27, 2023, at 9 a.m. ET/6 a.m. PT

Conference call

Canada/United States toll-free: 1-800-319-4610

Toronto toll: 1-416-915-3239

International toll: 1-604-638-5340

Webcast: A live audio webcast of the earnings call will be available on-line.

Notes: To access the live webcast, please connect at least 15 minutes prior to the start time to ensure adequate time for any software download that may be required to join the webcast.

Replay: An archived replay of the webcast will be available for 90 days on Andean's website.

Historical mineral resource and mineral reserve estimates

Scientific and technical information relating to the Golden Queen Mining project contained in this news release has been derived, and in some instances extracted, from a technical report prepared for Golden Queen in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects entitled "Feasibility Update Technical Report on the Soledad Mountain Heap Leach Project, Kern County, California USA," dated June 20, 2022, prepared by Kappes, Cassiday & Associates, Respec Company, Independent Mining Consultants, and Mr. Klemmick (AIPG certified professional geologist, consulting geologist, Chugiak, Alaska).

A qualified person has not done sufficient work on behalf of the company to classify the mineral resource and mineral reserve estimate contained in the technical report as current and the company is not treating them as current. The historical mineral resource and mineral reserve estimate was calculated using mining industry-standard practices for estimating mineral resource and mineral reserves (as defined by the Canadian Institute of Mining, Metallurgy and Petroleum definition standard on mineral resources and mineral reserves dated May 10, 2014). The key assumptions, parameters and methods used to prepare the historical mineral resource estimate on the Soledad Mountain project are described in the technical report.

While the company considers the historical mineral resource and mineral reserve estimate to be relevant to investors, it cautions readers that it should not be unduly relied upon in drawing inferences on the current mineralization at Golden Queen, or amounts of future production from the feed material, as additional work is required to update the historical mineral resource and mineral reserve estimate. This additional work includes (but may not be limited to) mining depletion, new technical and financial studies, new sampling and assaying of available core, assay rejects and/or pulps, use of certified reference materials for quality assurance/quality control purposes, verification of assay certificates and digital assay data, verification of select drill hole collars, review and verification of drill hole geologic logs versus the preserved core and reverse circulation cuttings, incorporation of assays to provide a general understanding of metallurgical characteristics, and review and verification of mineralization controls and modelling techniques.

Andean has engaged Kappes, Cassiday & Associates, Respec Company, Independent Mining Consultants, and Mr. Klemmick (AIPG certified professional geologist, consulting geologist, Chugiak, Alaska) to perform an independent evaluation and updated mineral resource and mineral reserve estimate of the Soledad Mountain project.

Qualified persons for Golden Queen

The following people served as the qualified persons for Golden Queen as defined in National Instrument 43- 101 -- Standards of Disclosure for Mineral Projects, and in compliance with Form 43-101F1:

• Carl E. Defilippi, SME registered member, engineering manager, Kappes Cassiday & Associates, Reno, Nev.;
• Michael M. Gustin, AIPG certified professional geologist, Respec principal consultant;
• Joseph C. McNaughton, PE, partner, Independent Mining Consultants, Tucson, Ariz.;
• Mr. Klemmick, AIPG certified professional geologist, consulting geologist, Chugiak, Alaska.

Qualified persons for Andean

The scientific and technical content disclosed in this press release was reviewed and approved by Donald J. Birak, independent consulting geologist to the company, a qualified person as defined by National Instrument 43-101 -- Standards for Disclosure for Mineral Projects, registered member, Society for Mining, Metallurgy and Exploration (SME), fellow, Australasian Institute of Mining and Metallurgy (AusIMM). Mr. Birak visited the Soledad Mountain mine and heap leach operation on Oct. 5 and 6, 2023.

About Andean Precious Metals Corp.

Andean is a growing precious metals producer focused on top-tier jurisdictions in the Americas. The company owns and operates the San Bartolome project in Potosi, Bolivia, and the Soledad Mountain mine in Kern county, California, and is well financed to act on future growth opportunities. Andean's leadership team is committed to creating value; fostering safe, sustainable and responsible operations; and achieving its ambition to be a multiasset, mid-tier precious metals producer.

We seek Safe Harbor.