Volcan Compañía Minera S.A.A. Offer to Purchase for Cash Up to U.S.$120,000,000 Aggregate Principal Amount of its Outstanding 5.375% Senior Notes due 2022

LIMA, Peru, Feb. 1, 2021 /PRNewswire/ -- Volcan Compañía Minera S.A.A., a publicly held corporation (sociedad anónima abierta) organized under the laws of the Republic of Peru with its principal executive office at Av. Manuel Olguin 373, Santiago de Surco, Lima, Republic of Peru ("Volcan"), hereby announces the commencement of its offer to purchase for cash up to U.S.$120,000,000 aggregate principal amount (subject to increase by Volcan in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the "Maximum Tender Amount") of the outstanding notes set forth in the table below (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated February 1, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase").

The following table sets forth certain terms of the Tender Offer (as defined below):

The Tender Offer will expire at 11:59 p.m., New York City time, on March 1, 2021, or any other date and time to which Volcan extends the Tender Offer (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated.  Holders must validly tender their Notes at or prior to the Expiration Date to be eligible to receive the Tender Offer Consideration (as defined below) for such Notes plus Accrued Interest (as defined below).  Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on February 12, 2021 (such date and time, as it may be extended, the "Early Tender Date") to be eligible to receive the Total Consideration (as defined below) for such Notes plus Accrued Interest.  The Total Consideration, the Tender Offer Consideration and the Accrued Interest will be payable in cash.  Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on February 12, 2021 (such date and time, as it may be extended, the "Withdrawal Deadline").  Notes validly tendered pursuant to the Tender Offer and accepted for purchase will be so accepted subject to the Maximum Tender Amount and may be subject to proration, all as more fully described herein.

Subject to the Maximum Tender Amount, Volcan intends to accept for purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date exceeds the Maximum Tender Amount.  If the Tender Offer is not fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date may be subject to proration (including the provisions relating to priority in proration described below) if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date exceeds the Maximum Tender Amount.  Subject to the Maximum Tender Amount and proration and subject to the priority in proration described below, all Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase.  Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if Volcan increases the Maximum Tender Amount, which it is entitled to do in its sole discretion.  There can be no assurance that Volcan will increase the Maximum Tender Amount.  See "The Tender Offer—Maximum Tender Amount; Proration" in the Offer to Purchase for more information on the proration provisions applicable to the Tender Offer.

The Offer to Purchase is being made in connection with a concurrent offering of senior unsecured notes (the "New Notes") by Volcan guaranteed by Compañía Minera Chungar S.A.C., Empresa Administradora Cerro S.A.C. and Óxidos de Pasco S.A.C. (the "Bond Offering").  The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").

The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes.  Volcan refers to the offer to purchase the Notes as the "Tender Offer".  The Tender Offer is open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes.  The Tender Offer is subject to the satisfaction of certain conditions, as described in the section of the Offer to Purchase entitled "The Tender Offer—Conditions to the Tender Offer." The purpose of the Tender Offer is to purchase up to U.S.$120,000,000 aggregate principal amount of Notes and extend the maturity profile of Volcan's indebtedness through the Bond Offering.

Subject to the terms and conditions of the Tender Offer, the consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the "Tender Offer Consideration").  Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the early tender premium for the Notes set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration").  Holders of Notes tendered after the Early Tender Date, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration, but not the Early Tender Premium.  No tenders will be valid if submitted after the Expiration Date.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will, on the Early Settlement Date or the Settlement Date (as defined below), also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable ("Accrued Interest").

The Tender Offer commences on the date of the Offer to Purchase and will expire on the Expiration Date, unless extended or earlier terminated by Volcan.  No tenders will be valid if submitted after the Expiration Date.  If a Nominee (as defined in the Offer to Purchase) holds Notes on behalf of a beneficial owner, such Nominee may have an earlier deadline for accepting the Tender Offer.  Any beneficial owner should promptly contact such Nominee that holds its Notes to determine its deadline.  The Tender Offer is open to all registered Holders of the Notes.  There is no letter of transmittal for this Tender Offer.

Volcan expects to purchase any Notes that have been validly tendered and not validly withdrawn (i) at or prior to the Early Tender Date and that Volcan chooses to accept for purchase, subject to the Maximum Tender Amount and all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Early Tender Date (the "Early Settlement Date"), (ii) after the Early Tender Date and at or prior to the Expiration Date and that Volcan chooses to accept for purchase, subject to the Maximum Tender Amount and all conditions to the Tender Offer having been either satisfied or waived by Volcan, as permitted by applicable law, promptly following the Expiration Date (the "Settlement Date").  Subject to the Maximum Tender Amount and proration (including the provisions relating to priority in proration described in the Offer to Purchase), all Notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any Notes validly tendered after the Early Tender Date are accepted for purchase.  The Early Settlement Date is expected to occur on the second business day following the Early Tender Date and the Settlement Date is expected to occur on the second business day following the Expiration Date. Notes accepted on either the Early Settlement Date or the Settlement Date, if any, will be accepted subject to the Maximum Tender Amount and proration (including the provisions relating to priority in proration), each as described herein.

Notwithstanding any other provision of the Tender Offer, Volcan's obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer, is subject to, and conditioned upon, the satisfaction of, or Volcan's waiver of, the conditions set forth below:

• the condition that Volcan shall have completed the Bond Offering on terms and conditions satisfactory to Volcan, and that Volcan shall have received net cash proceeds from the Bond Offering in an amount sufficient to fund (i) the aggregate Total Consideration, with respect to the Notes validly tendered at or prior to the Early Tender Date, and (ii) the aggregate Tender Offer Consideration, with respect to any remaining Notes (subject to the Maximum Tender Amount and proration), plus Accrued Interest, as well as any related fees and expenses relating to the Offer to Purchase and the Bond Offering (the "Financing Condition"); and
• the other conditions described in the section of the Offer to Purchase entitled "The Tender Offer—Conditions to the Tender Offer."

The conditions to the Tender Offer are for the sole benefit of Volcan and may be asserted by Volcan, regardless of the circumstances giving rise to any such condition (including any action or inaction by Volcan).  Volcan reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Early Tender Date or Expiration Date, as applicable.  The Tender Offer is not subject to a minimum principal amount of Notes being tendered.  See "The Tender Offer—Conditions to the Tender Offer" in the Offer to Purchase.

Withdrawal rights with respect to the Notes will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law.  Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn.  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Offer to Purchase.

Subject to applicable law and the terms set forth in the Offer to Purchase, Volcan reserves the right: (i) to extend or otherwise amend the Early Tender Date, the Withdrawal Deadline or the Expiration Date, (ii) to increase the Maximum Tender Amount without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all conditions to the Tender Offer; (iv) to modify or terminate the Tender Offer; and (v) to otherwise amend the Tender Offer in any respect.  In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If a Holder does not tender its Notes or if a Holder tenders Notes that are not accepted for purchase, they will remain outstanding.  If Volcan consummates the Tender Offer, the trading market for a Holder's outstanding Notes may be significantly more limited.  For a discussion of this and other risks, see "Certain Significant Considerations—The Tender Offer may adversely affect the market value and reduce the liquidity of any trading market of the Notes" in the Offer to Purchase.

THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

VOLCAN HAS NOT FILED THIS OFFER TO PURCHASE WITH, AND IT HAS NOT BEEN REVIEWED BY, ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER TO PURCHASE AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY. THE TENDER OFFER HAS NOT BEEN REGISTERED, AND WILL NOT BE REGISTERED, WITH THE PERUVIAN SECURITIES MARKET SUPERINTENDENCE (SUPERINTENDENCIA DEL MERCADO DE VALORES - SMV) OR THE LIMA STOCK EXCHANGE (BOLSA DE VALORES DE LIMA). THE TENDER OFFER MAY NOT BE MADE IN PERU, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER PERUVIAN LAWS AND REGULATIONS. PERUVIAN SECURITIES LAWS AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT  BE APPLICABLE TO THE TENDER OFFER, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT BE APPLICABLE TO VOLCAN BEFORE OR AFTER THE TENDER OFFER. THE TENDER OFFER IS NOT BEING MADE IN PERU PURSUANT TO A PUBLIC OFFERING AND DOCUMENTS RELATING TO THE TENDER OFFER, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN PERU, NOR BE USED IN CONNECTION WITH ANY OFFER TO THE PUBLIC IN PERU.

NONE OF VOLCAN, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER.  HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase and related documents do not constitute an offer to buy or the solicitation of an offer to sell notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Volcan by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  Volcan is not aware of any jurisdiction where the making of the Tender Offer is not in compliance with the laws of such jurisdiction. If Volcan becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with such laws, Volcan will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offer.  If, after such good faith effort, Volcan cannot comply with any such applicable laws, the Tender Offer will not be made to the Holders of Notes residing in each such jurisdiction.  Neither the delivery of this announcement, the Offer to Purchase and any related documents nor any purchase of Notes by Volcan will, under any circumstances, create any implication that the information contained in this announcement, the Offer to Purchase or in any related document is current as of any time subsequent to the date hereof or thereof.

The Offer to Purchase does not constitute an offer to sell or a solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995.  These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.  All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan" and similar expressions are generally intend to identify forward-looking statements. Volcan is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.  More detailed information about these and other factors is set forth in the Offer to Purchase.

Global Bondholder Services Corporation is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer.  Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc. and Santander Investment Securities Inc. are acting as Dealer Managers (the "Dealer Managers") for the Tender Offer.

The Tender and Information Agent for the Tender Offer is:

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.

The Dealer Managers for the Tender Offer are:

SOURCE Volcan Compañía Minera S.A.A.