VANCOUVER, BRITISH COLUMBIA, (By Aris Mining , 20.Nov.2025, Words: 652) — Aris Mining Corporation entered into a binding term sheet to acquire the remaining 49% interest in the Soto Norte joint venture in Colombia from MDC Industry Holding Company LLC (Mubadala).
The transaction includes the termination at closing of the associated precious metals stream previously granted to Mubadala. The total consideration is $80mn, comprised of $60mn in cash and 1,739,130 newly issued Aris Mining common shares, issued at a deemed price of $11.50 per share and subject to a four month plus one day hold period. The transaction is expected to close by early Dec. 2025, subject to final documentation and customary closing conditions.
Neil Woodyer, CEO of Aris Mining, commented: “With 100% ownership of Segovia, Marmato, Toroparu, and now Soto Norte, Aris Mining has scaled to a point where our buy-and-build strategy naturally shifts to a clear focus on building. Backed by a portfolio of high-quality projects, a strong financial position, and robust operating cash flows from our existing mines, we now have a diversified, fully owned growth pipeline toward becoming a 1-million-ounce-per-year gold producer2. Importantly, our recent settlement agreement with the Government of Colombia underscores how collaboration is essential to advancing major projects in the country and reinforces the strong foundations for long-term success.”
Strategic Rationale
- Strengthened project pipeline: With Segovia, Marmato and Toroparu advancing, full ownership of Soto Norte positions Aris Mining to become a 1,000,000-ounce-per-year gold producer. Soto Norte is a key long-term growth asset that complements the ongoing expansions at Segovia and Marmato in Colombia and the near-term advancement of Toroparu in Guyana, which is expected to be construction-ready following completion of the PFS next year.
- Full alignment and strategic control: 100% ownership enhances Aris Mining’s ability to advance Soto Norte as a core long-term growth asset.
- Highly accretive transaction on a per-share basis: The transaction structure results in a material increase in the company’s total attributable gold mineral reserves and resources on a per share basis as well as NAV accretion.
| Pre-transaction (51% Soto Norte) | Post-transaction (100% Soto Norte) | INCREASE | |
| Total Mineral Reserves (Moz) – proven & probable | 6.9 | 9.1 | 32.8 % |
| Total Mineral Resources (Moz) – measured & indicated | 18.3 | 21.7 | 18.8 % |
| Soto Norte Project NPV (US$) at $2,600/oz gold price3 | $1.4bn | $2.7bn | +$1.3bn |
| Aris Mining – issued shares (millions) | 202.8 | 204.5 | 0.8 % |
| ___________________________________________ 1 the 5-day volume-weighted average price (VWAP) of Aris Mining’s U.S. trading on the NYSE American as of the close of markets on 19 Nov. 2025. 2 includes potential production from Toroparu, which is based on a preliminary economic assessment and is preliminary in nature. It includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There can be no assurance that the projected production will be achieved. Such production also remains subject to obtaining all necessary permits for both Soto Norte and Toroparu. 3 attributable project NPV5% sourced from NI 43-101 Technical Report Prefeasibility Study for the Soto Norte Project issued on September 3, 2025. |
Soto Norte Overview
Aris Mining first acquired a 20% interest in Soto Norte in Apr. 2022 and subsequently increased its ownership to 51% through the acquisition of an additional 31% interest in June 2024. Since then, the company has advanced the project through a new smaller-scale development plan, culminating in a positive Prefeasibility Study completed in September 2025. The PFS confirms Soto Norte as a high-grade, long-life underground gold project that incorporates industry-leading environmental and social design features, including a processing plant with 20% excess capacity (750 tpd) to facilitate local, small scale miner formalization and a processing flowsheet with no cyanide or mercury use. Environmental studies are being finalized ahead of licensing submissions planned for H1 2026.
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