Mr. Paul Robertson reports

ECO ORO ENTERS INTO A US$6 MILLION CREDIT FACILITY

Eco Oro Minerals Corp. has entered into a credit agreement dated Sept. 19, 2023, with Graywolfe Capital SEZC pursuant to which the company may borrow up to $6-million (U.S.) from the lender. The outstanding principal amount of the facility will bear interest at a rate of 16.5 per cent per annum, and all obligations under the facility will be secured by a general security interest over certain assets and properties of the company.

The funds provided from the facility will be used to finance the company's working capital requirements and for general corporate purposes, including financing the costs relating to the company's continuing arbitration under the auspices of the World Bank's International Centre for Settlement of Investment Disputes in relation to its claims against the Republic of Colombia. On Sept. 9, 2021, the arbitral tribunal issued a decision on jurisdiction, liability and directions on quantum, in which it found that Colombia's treatment of Eco Oro's investment in the Angostura gold and silver mining project located in northeastern Colombia breached Article 805 of the free-trade agreement between Canada and Colombia. The tribunal's final award is pending.

Unless prepaid in accordance with the terms of the credit agreement, the company's outstanding obligations under the facility must be repaid as soon as reasonably practical, but in any event within five business days, after the company receives any proceeds in respect of the final award. The claim proceeds, if any, will be applied to the repayment of the company's outstanding obligations in priority to the distribution of the claim proceeds to other stakeholders in the company, including the holders of its promissory notes and contingent value right certificates (CVRs), as more fully described under the heading "Contingent Value Rights and Promissory Notes" in the company's management's discussion and analysis for the six-month period ended June 30, 2023, filed on SEDAR+, and as set forth below.

Under the terms of the promissory notes and CVRs, the claim proceeds (net of any amounts paid to the lender pursuant to the credit agreement) shall be distributed or retained in the following order of priority:

• First, to the holders of the promissory notes and CVRs, an amount equal to the unpaid default interest, fees, expenses or indemnity obligations payable to the holders of the promissory notes and CVRs;
• Second, to the holders of its $24,672,727 (U.S.) principal amount of promissory notes bearing interest at a rate of 0.025 per cent per annum, an amount equal to the aggregate amount of interest and indebtedness owed by the company to the holders of the promissory notes (of which approximately $24.7-million (U.S.) is outstanding as of the date hereof);
• Third, to the holders of its CVRs and participants in the company's management incentive program, an amount equal to the lesser of: (i) $460-million (U.S.); and (ii) 95 per cent of the claim proceeds;
• Fourth, $30-million (U.S.) to the company;
• Fifth, to the holders of the CVRs and participants in the company's management incentive program until the aggregate amount distributed to the holders of CVRs and participants in the company's management incentive program equals 95 per cent of the claim proceeds;
• Sixth, to the company.

Accordingly, the company will not be entitled to retain any portion of the claim proceeds pursuant to step four of the distribution waterfall described above unless the claim proceeds (net of any amounts payable to the lender pursuant to the credit agreement) exceed amounts payable to the holders of the promissory notes and CVRs in the first, second and third steps of the distribution waterfall described above.

Board approval

The controlling shareholder of the lender is Courtenay Wolfe, a director of the company. While the transaction would ordinarily be subject to the minority approval requirements set forth in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the board of directors, including its independent members, has determined that the company is eligible to rely on the exemption from minority approval requirements provided by Subsection 5.7(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.

About Eco Oro Minerals Corp.

Eco Oro is a publicly traded company, and its arbitration against the Republic of Colombia is its core focus.

We seek Safe Harbor.