Mr. Fernando Ganoza reports

ATICO ANNOUNCES CLOSING OF US$16.4 MILLION CONVERTIBLE DEBENTURE PRIVATE PLACEMENT AND SETTLES LEGACY LIABILITIES

Atico Mining Corp. has closed its previously announced non-brokered private placement. Under the private placement, the company issued a secured convertible debenture with a face value of $16.4-million (U.S.) to an affiliate of Trafigura Pte. Ltd. The company has also concurrently closed the previously announced share-for-debt transaction with Trafigura. Both transactions were announced in the company's news release dated Sept. 29, 2026.

Fernando E. Ganoza, chief executive officer and director, commented: "We are pleased to announce the closing of the previously reported convertible debenture and shares-for-debt transaction with Trafigura. This closing further strengthens Atico's balance sheet by immediate settlement of legacy liabilities, due at the end of this year and the next, while also improving the cash position. The company is now fully funded to execute on our near-term plans at the La Plata project, including all preconstruction activities through to a ready state to begin construction in Q1 2027." Mr. Ganoza continued, "We are thrilled to advance responsibly towards construction, develop Ecuador's next gold and copper mine, and create significant value for all our stakeholders."

Convertible debenture financing

Pursuant to the terms of the subscription agreement, the company issued the convertible debenture to the debentureholder in consideration for an advance of approximately $12.48-million (U.S.) by the debentureholder and the conversion of approximately $3.52-million (U.S.) owing under the existing Trafigura credit agreement (as defined below) for aggregate consideration of approximately $16-million (U.S.), accounting for the original issue discount on the convertible debenture. The principal amount of the convertible debenture, inclusive of the converted loan amount, is convertible into the company's common shares at a conversion price of 22 U.S. cents per common share. The conversion price represents a premium of 40 per cent to the 20-day VWAP (volume-weighted average price) of the closing price of the common shares on Sept. 28, 2026.

The convertible debenture will mature on the date that is five years and one day from issuance. Interest on the convertible debenture is calculated and payable quarterly and accrues at a rate of 7.0 per cent per annum if interest payments are made in cash or 10.0 per cent per annum if interest payments are made in common shares. Any repayment in common shares will be at an issue price determined with reference to the market price of the common shares at the time of repayment and will be subject to the prior approval of the TSX Venture Exchange.

Pursuant to the terms of the convertible debenture, the company may, at its option, repay the convertible debenture, in whole or in part, subject to an early redemption fee on the amount prepaid equal to 3 per cent in the first year after the execution of the convertible debenture, 2 per cent in the second year after the execution of the convertible debenture and 1 per cent in each year thereafter. Furthermore, the company has the ability to force the conversion of up to 25 per cent of the principal amount of the convertible debenture on four separate occasions if the volume-weighted average trading price of the common shares over a 20-day trading period exceeds a specified threshold, which threshold increases after each successive forced conversion, commencing at 130 per cent of the applicable VWAP, and increasing to 140 per cent, 150 per cent and 160 per cent of the applicable VWAP thereafter. The common shares underlying the convertible debenture are subject to a four-month-and-one-day hold period from the closing date of the private placement, in accordance with applicable securities laws.

A portion of the proceeds from the issuance of the convertible debenture have been used by the company to repay all of the company's outstanding indebtedness under the amended and restated 12.0 per cent unsecured subordinated debenture of the company issued to Dundee Corp. on Dec. 16, 2025. The remaining proceeds are expected to be used: (i) to initiate preconstruction activities at the La Plata project; and (ii) for general corporate purposes or as otherwise determined by the company.

Share-for-debt transaction

As previously announced, the company and Trafigura entered into a debt settlement agreement to settle, via the issuance of common shares, a portion of the debt outstanding under the credit agreement dated Feb. 8, 2022 (as amended on May 4, 2023, Aug. 5, 2024, April 8, 2025, and June 27, 2025), among, inter alia, the company, as borrower, and Trafigura, as lender.

Pursuant to the debt settlement agreement, the company has issued 16,149,870 common shares, at a deemed issue price of approximately 15.48 U.S. cents per common share, in full and complete settlement and satisfaction of $2.5-million (U.S.) of the debt outstanding under the existing Trafigura credit agreement. Atico has now repaid in full the existing Trafigura credit agreement and no further amounts are owing thereunder.

Advisers

Ventum Financial Corp. acted as financial adviser to Atico in connection with the convertible debenture financing. While the cash commission and number of common shares (being $328,000 (U.S.) and 1,589,147 common shares, respectively) payable to Ventum remains the same as disclosed in the company's news release dated Sept. 29, 2026, the company wishes to clarify that: (i) the advisory fee payable to Ventum is approximately 4.1318 per cent (2.0 per cent payable in cash and approximately 2.1318 per cent payable in common shares); and (ii) the deemed issued price of the 1,589,147 common shares issuable to Ventum is 22 U.S. cents per common share.

About Atico Mining Corp.

Atico is a growth-oriented company, focused on exploring, developing and mining copper and gold projects in Latin America. The company generates significant cash flow through the operation of the El Roble mine and is developing its high-grade La Plata VMS (volcanogenic massive sulphide) project in Ecuador. The company is also pursuing additional acquisition of advanced-stage opportunities.

We seek Safe Harbor.