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PMB Partners LP Announces C$83.1 Million Bought Public Secondary Offering of Andean Precious Metals Corp. Common Shares

Toronto, Ontario--(Newsfile Corp. - January 20, 2026) - PMB Partners LP ("PMB") an entity owned and controlled by Alberto Morales, Founder, Executive Chairman and CEO of Andean Precious Metals Corp. ("Andean" or the "Company") (TSX: APM) (OTCQX: ANPMF), is pleased to announce that it has entered into an agreement with Andean and National Bank Financial Inc. as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase from PMB, on a bought deal basis, 7,915,000 common shares of the Company (the "Common Shares") at a price of C$10.50 per Common Share (the "Offering Price") for aggregate gross proceeds to PMB of C$83,107,500 (the "Secondary Offering").

PMB and the Company have granted the Underwriters a one time option, exercisable in whole or in part, on or prior to the second day preceding the Closing Date (as defined below), at the sole discretion of the Underwriters, to purchase up to an additional 15% of the number of Common Shares purchased pursuant to the Secondary Offering at the Offering Price (the "Underwriters' Option") to cover over-allotments, if any.

The net proceeds from the Secondary Offering will be paid directly to PMB. Andean will not receive any proceeds from the Secondary Offering.

The Secondary Offering is expected to close on or about January 28, 2026 (the "Closing Date"), or such other date as Andean, PMB, and the Underwriters may agree, and is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals.

Further details regarding the Secondary Offering can be found in Andean's January 20, 2026 news release.

PMB currently holds an aggregate of 79,718,750 Common Shares, representing approximately 53.22% of the Company's issued and outstanding Common Shares. Following the closing of the Secondary Offering, but before giving effect to the Underwriters' Option, PMB will, in aggregate, beneficially own 71,803,750 Common Shares, representing 47.94% of the outstanding Common Shares of the Company. Following the closing of the Secondary Offering, and assuming that the Underwriters' Option is exercised in full, PMB will, in aggregate, beneficially own 70,616,500 Common Shares, representing 47.15% of the outstanding Common Shares of the Company.

PMB also announces that, in connection with the Secondary Offering, its affiliate (the "PMB Affiliate") expects to enter into privately negotiated capped call option transactions with a financial institution counterparty (the "Capped Call Counterparty"). The capped call options will be net settled in cash, Common Shares of the Company or a combination thereof, at the election of the PMB Affiliate. The final expiration date of the capped call option transactions is July 11, 2028, unless earlier unwound or terminated in accordance with the capped call transaction documents.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The Common Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and accordingly may not be offered, sold or delivered, directly or indirectly within the United States, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and applicable state securities laws.

About PMB Partners LP

PMB Partners LP is a limited partnership controlled by Alberto Morales, Founder, Executive Chairman and Chief Executive Officer of Andean Precious Metals Corp. PMB Partners LP is a long-term shareholder of Andean.

For further information, please contact:

Amanda MalloughDirector, Investor Relations [email protected] T: +1 647 463 7808

Forward-Looking Statements

Certain statements and information in this release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future economic conditions and courses of action. All statements and information other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking statements in this release include, but are not limited to, statements and information regarding the Secondary Offering, including its anticipated effects, anticipated timing, the Closing Date, the receipt of all necessary approvals, the exercise of the Underwriters' Option, PMB's ownership levels in the Company following closing, and the capped call option transactions.

Such forward-looking statements are intended to provide information about PMB's current expectations and plans, and may not be appropriate for other purposes. PMB does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable laws. Actual results and the timing of events may differ materially from those anticipated in the forward-looking statements as a result of various factors and assumptions, and subject to various risks, including the risks set out in the Company's management's discussion and analysis for the three and nine months ended September 30, 2025.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281019

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