Cobre del Mayo, S.A. de C.V. Announces Exchange Offer

USA - English

• USA - English

MEXICO CITY, July 22, 2025 /PRNewswire/ -- Cobre del Mayo, S.A. de C.V. ("CDM") announced today that it has commenced an offer (the "Exchange Offer") to Eligible Holders described below to exchange any and all of its outstanding $146,558,173 aggregate principal amount of Senior Secured PIK Toggle Notes due 2030 (ISIN: XS2343881855 and XS2343881939; Common Codes: 234388185 and 234388193) (the "Existing Notes") for, New Senior Secured PIK Toggle Notes due 2032 (the "New Notes").

The purpose of this Exchange Offer is to better align the Company's debt service requirements with its anticipated cash generation capabilities. Going forward, the Company intends to use its cash flow to service senior debt, optimize its operations, resolve contingent risks and increase levels of working capital. In this context, the Company does not expect to be in a position to make any payments in respect of the Existing Notes outstanding after the Exchange Offer.

The New Notes will be fully, unconditionally and irrevocably guaranteed by certain direct and indirect wholly owned subsidiaries of our parent company, Frontera Copper Corporation, S.A.P.I. de C.V. ("Frontera"), but will not be guaranteed by Frontera.

BCP Securities, Inc. is acting as Dealer Manager for the Exchange Offer. Ipreo LLC is acting as Exchange Agent and Information Agent for the Exchange Offer.

Available Documents and Other Details

The New Notes have not been and will not be registered under the Securities Act or any state securities laws.  Accordingly, the Exchange Offer is only being made to registered holders of Existing Notes outside of the United States pursuant to Regulation S under the Securities Act or otherwise to, or for the account or benefit of, non-U.S. persons (as defined in Regulation S) in accordance with Regulation S ("Eligible Holders").

Eligible Holders who wish to review the Confidential Exchange Offer Memorandum, dated July 22, 2025 (the "Statement"), should contact Ipreo LLC, the Exchange Agent and the Information Agent for the Exchange Offer, at 55Water Street, 39th Floor, New York, New York 10041, Attention: Aaron Dougherty, e-mail: [email protected], banks and brokers call at +1 (212) 849-3880, toll-free at +1 (888) 593-9546.  Eligible Holders may also contact James Harper of BCP Securities, Inc. at +1 (203) 629-2186 or at [email protected].

The complete terms and conditions of the Exchange Offer are set forth in the informational documents relating to the Exchange Offer.  This press release is for informational purposes only and is not an offer of securities for sale in the United States or elsewhere. The New Notes may not be offered or sold in the United States absent registration or an exemption from registration. The Exchange Offer is not being made to any holder of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

SOURCE Cobre del Mayo, S.A. de C.V.