Hochschild Regulatory News (HOC)

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF APPLICABLE LAWS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

For immediate release

18 November 2021

Proposed listing of Aclara Resources Inc. on the TSX

Further to the announcement on 19 October 2021 regarding the proposed demerger and listing of Aclara Resources Inc. ("Aclara") on the Toronto Stock Exchange ("TSX"), Hochschild Mining PLC ("Hochschild" or the "Company") (LSE: HOC) (OTCQX: HCHDF) is pleased to announce the launch of the initial public offering of Aclara on the TSX (the "Aclara IPO").

Aclara has filed a prospectus in Canada qualifying the distribution of the Aclara Shares issuable pursuant to the Demerger Dividend under applicable Canadian securities laws (the "Prospectus").

Concurrently with the Aclara IPO, Aclara is seeking to raise primary capital of approximately US$100 million (prior to the exercise of any over-allotment option), giving an expected market capitalisation of approximately US$237 million at listing based on the midpoint of the estimated price range. Pricing is to be determined following the book building process.

In order to maintain their respective pro rata equity ownership in Aclara on completion of the primary offering, pursuant to subscription agreements expected to be entered into with Aclara, Hochschild (through its wholly-owned subsidiary, HM Holdings) and Pelham Investment Corporation (an entity controlled by Eduardo Hochschild, the Chairman of the board of directors of Hochschild) will separately agree to purchase Aclara Shares as part of a Concurrent Private Placement (as set out in the Prospectus). Upon completion of the Demerger and the listing of Aclara on the TSX, Hochschild and Pelham Investment Corporation will hold approximately 20.0% and 30.7%, respectively, of the issued and outstanding Aclara Shares.

Effective upon closing of the Aclara IPO, Hochschild (though its wholly-owned subsidiary, HM Holdings) will enter into an Investor Rights Agreement with Aclara with respect to certain director nomination rights, governance matters and shareholder rights. In particular, the Investor Rights Agreement provides that Hochschild will have the right to designate nominees for election to Aclara's board of directors, and be granted pre-emptive rights in relation to future distributions or issuances. The Investor Rights Agreement will remain effective for so long as Hochschild retains at least 10% of the Aclara Shares.

In addition, pursuant to the Investor Rights Agreement, each of Hochschild and Pelham Investment Corporation will agree not to sell any Aclara Shares for a period of 12 months after the closing date of the Aclara IPO.

The person responsible for making this announcement on behalf of the Company is Raj Bhasin, Company Secretary.

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the circular issued to shareholders on 19 October 2021 (the "Demerger Circular"). The Demerger Circular is available for inspection in electronic form on the Company's website, www.hochschildmining.com.

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Enquiries:

Hochschild Mining PLC

Charles Gordon +44 (0)20 3709 3264

Head of Investor Relations

Hudson Sandler

Charlie Jack +44 (0)207 796 4133

Public Relations

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About Hochschild Mining PLC

Hochschild Mining PLC is a leading precious metals company listed on the London Stock Exchange (HOCM.L / HOC LN) and crosstrades on the OTCQX Best Market in the U.S. (HCHDF), with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has over fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates three underground epithermal vein mines, two located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.

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Important information

The distribution of this announcement in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves and observe any such restrictions in relation to the Company's shares, the Aclara Shares and this announcement, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this announcement in any country or jurisdiction where action for that purpose is required. Accordingly, this announcement may not be distributed or published in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This announcement does not constitute an offer to sell, subscribe or purchase or the solicitation of an offer to sell, subscribe for or purchase any shares of the Company, any Aclara Shares or any other securities in any jurisdiction. The Aclara Shares have not been and will not be registered under the applicable securities law of Japan, Australia or the Republic of South Africa and, subject to certain limited exceptions, may not be offered for sale or sold, directly or indirectly, in or into Japan, Australia or the Republic of South Africa. Aclara has filed a long-form prospectus with the securities regulatory authorities in each of the provinces and territories of Canada (excluding Quebec) in order to qualify the distribution of the Aclara Shares issuable pursuant to the Demerger such that, following completion of the Demerger, all of the Aclara Shares issuable pursuant to the Demerger shall be freely tradeable in Canada and over the facilities of the Toronto Stock Exchange under applicable Canadian securities laws. The Aclara Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has approved or disapproved of the Aclara Shares nor have such authorities passed upon or endorsed the merits of the Aclara Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement is not an offer or solicitation to purchase or invest in any securities of the Company or Aclara. It is not a prospectus within the meaning of the Swiss Financial Services Act or within the meaning of any securities laws or regulations of Switzerland. Neither this announcement nor any other offering or marketing material relating to the Company's shares or the Aclara Shares has been or will be filed with or approved by any Swiss regulatory authority.

Forward-looking statements

Certain statements contained in this announcement that are not historical fact are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. These forward-looking statements, and other statements contained in this announcement regarding matters that are not historical facts, involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement. Except as required by the Listing Rules and applicable law, the Company does not undertake any obligation to update or change any forward-looking statements to reflect events occurring after the date of this announcement. Nothing in this announcement should be construed as a profit forecast.

Inside information

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation (EU) No.596/2014), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

LEI: 549300JK10TVQ3CCJQ89

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