Management's Discussion and Analysis of

Financial Condition & Results of Operations

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 & 2020

Contents

1.

BUSINESS OVERVIEW

3

2.

STRATEGY & OUTLOOK

3

3.

HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

5

4.

GUIDANCE

8

5.

OPERATIONSREVIEW

9

6.

REVIEW OF FINANCIAL RESULTS

25

7.

QUARTERLY FINANCIAL AND OPERATING RESULTS

29

8.

FINANCIAL CONDITION & LIQUIDITY

30

9.

RELATED PARTIES

37

10.

NON-IFRS FINANCIAL MEASURES

37

11.

RISK FACTORS

45

12.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

48

13.

INTERNAL CONTROLS OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

49

14. CAUTIONARY NOTES AND ADDITIONAL INFORMATION

45

1

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis ("MD&A") is dated November 15, 2021, and relates to the financial condition and results of operations of Mineros S.A. ("Mineros" or the "Company") for the three and nine months ended September 30, 2021 and 2020, and should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes for the same periods, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). This MD&A addresses matters we consider important for an understanding of our financial condition and results of operations as at and for the three and nine months ended September 30, 2021, as well as our outlook.

In this MD&A, references to "US Dollars" and the symbol "$" refer to United States dollars. References to the symbol "COP$" refers to Colombian pesos. Tabular amounts are in thousands of United States dollars, except per share amounts, prices and where otherwise indicated. References to "we", "us", "our", the "Company" or "Mineros", refer to Mineros S.A. and/or one or more or all of its subsidiaries, as applicable.

The interim financial statements and this MD&A are presented in United States dollars. The Colombian peso is the functional currency of Mineros and certain subsidiaries, for each of the years presented, as it is the principal currency of the economic environment in which they operate. The Company changed its functional currency to the United States dollar as at April 1, 2020.

This MD&A contains forward looking information. Forward looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward looking information, including but not limited to the risk factors described in the ''Risk Factors" section of the Company's final long form prospectus dated November 11, 2021, available on SEDAR at www.sedar.com. There can be no assurance that such forward looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward looking information, which speaks only as of the date made. See Section 14: Cautionary Notes - Cautionary Statement On Forward-Looking Information.

The Company has included certain non-IFRS financial measures, which the Company believes, that together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-IFRS financial measures included in this MD&A include:

  • Adjusted EBITDA
  • Cash costs
  • All-insustaining costs ("AISC")
  • Net free cash flow
  • Return on Capital Employed ("ROCE")
  • Net Debt to Adjusted EBITDA ratio

Reconciliations associated with the above performance measures can be found in Section 10: Non-IFRS Performance Measures in this MD&A.

2

1. BUSINESS OVERVIEW

Mineros is a Colombian mining company with significant gold-producing and development-stage properties across Latin America, including the Nechí Alluvial Property in Colombia (the "Nechi Alluvial Property"), the Gualcamayo Property in Argentina (the "Gualcamayo Property"), and the Hemco Property in Nicaragua (the "Hemco Property", and together with the Nechí Alluvial Property and the Gualcamayo Property, the "Material Properties"). The Company also has a number of growth projects including the Porvenir Project (the "Porvenir Project") and the Luna Roja exploration target ("Luna Roja Exploration Target") at the Hemco Property, the Deep Carbonates Project ("DCP") at the Gualcamayo Property, and the La Pepa project (the "La Pepa Project") in Chile, where Mineros is earning an interest. In addition, Mineros has a robust pipeline of exploration targets at its Material Properties including the Caribe exploration target (the "Caribe Exploration Target") joint venture located at the Hemco Property, and the Guintar-Niverengo-Margarita ("GNM") joint venture in Colombia.

Based in Medellin, Colombia, the Company has over 46 years of experience developing and operating mining assets in Central and South America. The Company is listed on the Colombian Stock Exchange (Bolsa de Valores de Colombia)

under the symbol "MINEROS:CB". The Company head corporate office is located in Medellin, Colombia.

2. STRATEGY & OUTLOOK

Mineros is focused on the development and operation of a high-quality, diversified portfolio of assets. The Company's aim is to become a prominent intermediate gold producer through both organic and inorganic growth, diversified across Latin America. Mineros' goal is to generate consistent returns and substantial value for our shareholders and local stakeholders through responsible development that employs and develops talented local employees and collaborates with local communities. Mineros has maintained a consistent dividend policy in the past and it is our objective to maintain our existing dividend policy, subject to the availability of cash flow after servicing the Company's debt and funding any investment activities.

Mineros is committed to advancing economic and social development, protecting the health and safety of our employees, and fostering the protection of human rights of the communities in which we operate. We seek to provide safe and respectful workplaces, mitigate the environmental impact of our operations, comply with applicable rules and laws that regulate our operations, act in a transparent manner, and ensure that the communities in which we operate benefit from our presence.

Looking ahead, the Company's primary objectives include:

  • Achieving 2021 production guidance of between 250,000 and 267,000 ounces of gold with average AISC guidance of between $1,390/oz and $1,473/oz per ounces of gold sold.
  • Optimizing and increasing mine life through the growth of the Mineral Resources and Mineral Reserves at the Company's producing mines, including:
  1. Hemco Property (Nicaragua): A 32,000 metre ongoing definition drilling program at the Panama Mine and Pioneer Mine is continuing through 2021. The objective of this program is to upgrade Inferred Mineral Resources to Measured and Indicated Mineral Resources at or near current mining operations. A total of 27,420 metres in 115 holes had been completed as at September 30, 2021.
  • Gualcamayo Property (Argentina): Regional exploration on the nearly 39,200 hectare mining concession, including geological, geochemical and geophysical work over district-sized targets and mineralized areas that are prospective in nature is ongoing.

3

  • Advancing the Company's growth projects through various activities including drilling, metallurgical test work and technical and hydrogeological studies, to help lay the foundation for future gold production, including:
  1. Porvenir Project (Nicaragua): A feasibility study is currently in progress and completion is expected during the first quarter of 2022.
  1. DCP (Argentina): In 2021, the Company plans to complete 2,400 metres of diamond drilling at the DCP, of which 2,348 metres of diamond drilling in five holes had been completed as at September 30, 2021. Geotechnical and metallurgical test work is ongoing. A preliminary economic assessment
    ("PEA") based on the updated Mineral Resource estimate is expected to be completed by the end of the first quarter of 2022. The PEA will analyze underground mining scenarios, and various alternatives for the treatment of refractory gold, including alkaline leaching, calcination and albion processes.
    1. La Pepa Project (Chile): From late 2019 to early 2020, an 18 hole, 6,400-meter drilling program was completed, with the objective of expanding the Cavancha porphyry resources in the western sector of the project area. The Company intends to use the results from this drill program to prepare a Mineral Resource estimate and PEA to be completed in the first quarter of 2022 to evaluate potential project economics.
  • Advancing the Company's exploration targets in its project pipeline including (refer to Section 5.3.2 Exploration for further details):
    1. Luna Roja Exploration Target and Caribe Exploration Target (Nicaragua): At the Luna Roja Exploration Target, a 7,000-metredrilling program is underway to establish an initial Mineral Resource estimate, expected to be completed in the first half of 2022; a total of 5,581 metres in 30 holes had been completed as at September 30, 2021. At the Caribe Exploration Target, a 5,000- metres drilling program to confirm continuity of mineralization, and continued mapping is underway; a total of 3,149 metres in 14 holes had been completed as at September 30, 2021. Drilling and sampling at both targets is planned to be completed by the end of 2021.
  1. Gualcamayo Property (Argentina): Regional exploration on the nearly 39,200 hectare property, including geological, geochemical and geophysical work over district-sized targets and mineralized areas that are prospective in nature is ongoing. As at September 30, 2021, 20,059 metres in 98 holes had been completed.
    1. Nechi Alluvial Property (Colombia): a 110 hole, 3,000 metre scout drilling program on the approximately 15,000 hectares of unexplored terrain located on the western banks of the Nechi River was planned for early 2021. As at September 30, 2021, Mineros has drilled 3,759 metres in 222 rotary drill holes and the Company plans to expand the program to a total of 4,500 metres to be completed by the end of 2021. Follow-up infill drilling will be carried out in 2022 with the objective of defining additional Mineral Resources in this part of the property.
  • Maximizing return on investment to shareholders through continued sustainable dividends resulting from strong cash flows. Mineros has maintained a consistent dividend policy, paying a total of approximately $50.5 million in dividends between January 2018 and September 30, 2021. It is the Company's objective to maintain its existing dividend policy, subject to the availability of cash flow after servicing the Company's debt, investing in growth projects and exploration activities, and taking advantage of any attractive acquisition opportunities that may arise.
  • Maintain a strong financial position to enable financial flexibility, allowing the Company to execute on its business strategy and increase shareholder value:

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Mineros SA published this content on 22 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2021 13:24:07 UTC.