#Exchange Offer #Mexico #Mexico City #Cobre del Mayo #Frontera Copper

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

Cobre del Mayo, S.A. de C.V. (referred to as CDM) has recently initiated an exchange offer targeted to eligible holders of its current Senior Secured PIK Toggle Notes due in 2030. The company aims to exchange up to $146,558,173 in outstanding principal for new notes that extend the maturity to 2032, effectively allowing for a better alignment of its debt obligations with its projected cash flow.

Objectives of the Exchange Offer

The main purpose of this strategic move is to enhance CDM’s cash generation capabilities while addressing its debt service requirements. By exchanging the existing notes for new ones, the company intends to utilize its cash flow more effectively, focusing on servicing senior debt, optimizing operational efficiency, resolving any contingent risks, and bolstering its working capital. With this in mind, CDM does not foresee the ability to make payments on the existing notes post the exchange offer.

Details of the New Notes

The newly issued notes will carry the same senior secured status but will be fully guaranteed by certain wholly-owned subsidiaries of the company's parent entity, Frontera Copper Corporation, S.A.P.I. de C.V. However, it is important to note that the new notes will not receive a guarantee from Frontera itself. The shift to new notes is presented as an advantageous alternative for existing note holders looking for stability amidst changing market dynamics.

Exchange Offer Process

BCP Securities, Inc. has been appointed as the Dealer Manager, while Ipreo LLC will serve as both the Exchange Agent and Information Agent through this process. A key aspect of the exchange offer is that it is exclusively intended for registered holders of the existing notes located outside the United States, adhering to Regulation S of the Securities Act.

For holders wishing to delve into the specifics of the exchange offer, a Confidential Exchange Offer Memorandum dated July 22, 2025, has been made available. Interested parties can reach out directly to Ipreo LLC using the contact details provided or consult with representatives from BCP Securities, Inc. for further information.

Regulatory Insights

It is crucial to highlight that the new notes have not been registered under the Securities Act or state securities laws. This means the exchange offer presents a limited availability, specifically to non-U.S. persons, in compliance with relevant regulations. The offer is not made in jurisdictions where the acceptance would violate local securities laws, emphasizing CDM's careful adherence to legal requirements throughout the process.

This exchange offer underscores Cobre del Mayo's proactive approach to financial management while enhancing its capital structure amid a nuanced market environment. The company's focus on aligning its debt obligations with its operational capabilities reflects strategic foresight in navigating the complexities of modern finance.