Aris Mining Corporation announced that it has entered into a binding agreement with MDC Industry Holding Company LLC (Mubadala), a wholly-owned subsidiary of the Abu Dhabi based investment company Mubadala Investment Company PJSC, whereby, subject to certain customary conditions, Aris Mining will acquire an additional 31% joint venture interest in the Soto Norte gold-copper project in Colombia (Soto Norte or PSN) and amend the current Joint Venture Agreement to account for this change in ownership. Soto Norte is one of the largest undeveloped underground gold projects in South America, set to employ modern and sustainable mining practices. Acquisition of 51% of PSN and Share Exchange: Aris Mining will acquire an additional 31% joint venture interest in PSN from Mubadala, bringing its total ownership to 51%.

In exchange, Aris Mining will issue 15,750,000 shares to Mubadala, representing an approximate 9.9% ownership stake based on Aris Mining?s issued and outstanding shares as of March 31, 2024, with an additional 6,000,000 shares to be issued on receipt of an environmental license for PSN. New, Smaller-Scale Development Plan: Aris Mining has completed optimization studies of a smaller, more efficient development plan for PSN. Key changes include reducing the environmental footprint, building a smaller processing plant with a longer operating life, adopting a flexible mining method to target higher-grade material earlier in the mine life, and installing a paste backfill plant to minimize surface tailings storage requirements.

Strategic and Operational Benefits: With a 51% controlling interest, Aris Mining will integrate the PSN development team into its management structure and procedures, enhancing operational efficiencies and creating synergies. On closing, Aris Mining will issue 15,750,000 common shares to Mubadala. These shares will be subject to a 12-month hold period, inclusive of a four-month statutory hold period and an additional eight-month contractual restriction on transfer.

Following receipt of an environmental license to develop PSN, Aris Mining will issue an additional 6,000,000 common shares to Mubadala, which together with the 15,750,000 common shares issued at closing would increase Mubadala?s ownership stake to approximately 13% based on Aris Mining?s issued and outstanding shares as of March 31, 2024. The current market value of the 21,750,000 Aris Mining shares to be issued to Mubadala is USD 90 million. On closing, Aris Mining will hold a 51% interest in PSN and Mubadala will retain a 49% interest.

The current option held by Aris Mining to acquire an additional 30% interest in PSN will be terminated. Aris Mining will continue to be the operator of PSN. Aris Mining and Mubadala have mutual right-of-first-offer (ROFO) rights, should a partner choose to exit the joint venture.

As a result of Aris Mining integrating the PSN development team into its management structure and procedures, Aris Mining will sole fund certain operating costs on behalf of the joint venture during the pre-licensing period. Non-operating and project construction costs will be funded on a pro-rata ownership basis. Closing of the transaction is expected to occur in June 2024 following satisfaction of customary closing conditions, including execution of definitive documentation related to the issuance of the shares and approval of the Toronto Stock Exchange and the NYSE American.

In March 2022, Aris Mining disclosed the results of mineral resource and reserve estimates and the results of a Feasibility Study for the Soto Norte Gold Project in a NI 43-101 compliant Technical Report with an effective date of January 1, 2021 (the Feasibility Study). The Feasibility Study includes a 7,200 tonnes per day (tpd) capacity processing plant with average annual production of over 450,000 gold ounces (oz) over an 11-year production period at average all in sustaining costs (AISC) of USD 471/oz from a 5.0 million ounce mineral reserve. In 2023, Aris Mining commissioned a technical and economic assessment of PSN that considered a scaled-down mining concept.

Aris Mining is now commissioning a new PFS and NI 43-101 compliant Technical Report for the scaled-down concept, both of which are expected to be completed in First Quarter 2025.