Atalaya Acquires Tharsis Mining

11 November 2026

Atalaya Mining Copper, S.A.

(“Atalaya” or the “Company”)

Atalaya Acquires Tharsis to Expand Position in the Iberian Pyrite Belt

Acquisition to further enhance growth options within core region

Atalaya Mining (LSE: ATYM) is pleased to announce that it has completed the acquisition of 100% of the shares of Tharsis Mining, S.L. (“Tharsis Mining”), a private Spanish company that owns the past-producing Tharsis and La Zarza projects (“Tharsis Project” and “La Zarza Project”, respectively), which are located west of Atalaya’s Riotinto complex in southwest Spain (the "Acquisition").

The transaction consolidates Atalaya’s footprint in the Iberian Pyrite Belt through the acquisition of two large-scale polymetallic deposits which are expected to become important growth options for the Company and be sequenced beyond the development of Proyecto Touro.

Total consideration for the Acquisition is €125 million, consisting of €75 million in upfront cash consideration paid on completion and deferred cash consideration of €50 million payable within 12 months of the closing date. The upfront consideration was satisfied from Atalaya’s existing cash resources.

Highlights

• Transaction materially expands Atalaya’s presence in the Iberian Pyrite Belt

‒         Addition of two substantial past-producing assets that are located near Atalaya’s existing operating base

‒         Combined land package creates a district-scale exploration portfolio

• Tharsis Mining has significant resources of 227.7 Mt containing ~1.5 Mt copper

‒         Projects represent the only large-scale deposits in the Iberian Pyrite Belt potentially mineable by open pit, alongside Riotinto

‒         Polymetallic resource endowment provides significant optionality to unlock value through various revenue levers

‒         Prior extensive drilling, metallurgical test work and auxiliary studies de-risk the investment

• Opportunity to leverage Atalaya’s regional presence and operating capability

‒         Immediate focus will be to advance technical studies, key permitting steps and exploration activities across Tharsis Mining’s portfolio

• Transaction is consistent with Atalaya’s longstanding growth strategy

‒         Both projects are located within Atalaya’s core region in Spain

‒         Potential to realise operational and administrative synergies

‒         Atalaya’s balance sheet strength is maintained with over €260 million in pro-forma net cash following the upfront transaction payment

‒         Project sequencing expected to follow the development of Touro

Alberto Lavandeira, CEO, commented:

“The acquisition of Tharsis Mining represents another important step in our strategy to establish Atalaya as a leading European copper producer. We have followed progress at Tharsis Mining for many years and are pleased to have now reached this agreement.

Tharsis and La Zarza are two substantial past-producing assets with significant resources and exploration potential. Their proximity to our existing operations provides an excellent opportunity to leverage our technical expertise, regional presence and operating capabilities. Much like Riotinto, Tharsis and La Zarza have long operating histories and continued potential to generate long-term value for Atalaya’s shareholders and the local communities.

We recognise the considerable work undertaken by the previous owners in advancing these projects. Our immediate focus will be to build on this foundation by progressing further technical studies, engineering work and permitting activities, while advancing exploration across the broader land package.

This acquisition further strengthens Atalaya's long-term growth options. While our near-term development priorities remain focused on Proyecto Touro and our existing operations, we believe that the Tharsis Project has the potential to become another important asset for Atalaya thanks to its scale, polymetallic resource base and opportunities to enhance future revenue generation.”

Overview of Tharsis Mining, S.L.

Tharsis Mining is a private Spanish company that owns 100% interests in the Tharsis Project and the La Zarza Project, two past-producing assets that are located in Andalucía in southern Spain and within the Iberian Pyrite Belt. Tharsis Mining was founded in 2018 and has since focused on the objective of re-starting mining operations at both projects. In addition, Tharsis Mining’s licence package extends beyond the currently defined deposits and includes numerous prospective targets that remain only partially explored.

Prior to the Acquisition, Tharsis Mining was wholly owned by members of the López Magdaleno family (the “Sellers”), who control various business interests including the Magtel Group, a Spanish technology-based company with over 35 years of experience in the design, construction, and maintenance of projects in the energy, engineering, telecommunications, digital transformation and infrastructure sectors.

Figure 1: Location of Key Assets

Analyst and Investor Presentation

Alberto Lavandeira (CEO) and César Sánchez (CFO) will host a webcast for analysts and investors today at 15:30 GMT to discuss the Acquisition.

To access the SparkLive webcast, please register in advance via:

Atalaya Mining Webcast | SparkLive | LSEG

Strategic Rationale for Atalaya

Atalaya’s long-term strategy is to grow its copper production and diversify into multiple assets by leveraging its operational expertise. Within the Riotinto District, Atalaya is advancing several projects including San Dionisio and Proyecto Masa Valverde, and in Galicia, Atalaya expects to soon begin development of Proyecto Touro.

The acquisition of Tharsis Mining immediately expands Atalaya’s presence in the Iberian Pyrite Belt by providing 100% ownership of two substantial past-producing mines (which mainly produced pyrite) that are located west of Proyecto Riotinto, the Company’s flagship asset. Similar to Riotinto, the Tharsis Project and the La Zarza Project have long operating histories, significant remaining resources and benefit from their location in a world-class mining district and stable geography.

The combined Mineral Resources at the Tharsis Project and the La Zarza Project are approximately 227.7 Mt containing approximately 1.5 Mt of copper, along with approximately 3.5 Mt of zinc, 1.4 Mt of lead, 7.5 Moz of gold and 157.4 Moz of silver. Within this Mineral Resource, the open pit components total approximately 199.2 Mt, making the projects the only large-scale deposits in the Iberian Pyrite Belt potentially mineable by open pit, alongside Riotinto. The deposits have been drilled extensively by Tharsis Mining and other past operators, and the polymetallic nature of their mineralisation provides significant optionality and the opportunity to benefit from enhancements to recoveries and improving payment terms for complex concentrates.

In the Riotinto District, Atalaya has its own polymetallic resources at deposits including San Dionisio, San Antonio and Proyecto Masa Valverde, and the Company is currently advancing engineering works associated with the addition of a polymetallic circuit at Riotinto, which could provide learnings that may be applied at Tharsis Mining.

The transaction also provides exposure to a package of licenses with meaningful exploration potential, reinforcing Atalaya’s position within one of the world’s premier volcanogenic massive sulphide (“VMS”) provinces.

Atalaya believes it is the ideal operator for Tharsis Mining, given Atalaya’s technical, operational and exploration capabilities, financial strength and longstanding stakeholder relationships in the Riotinto District and in Andalucía. Atalaya plans to leverage its regional platform to advance technical studies, key permitting steps and exploration activities across Tharsis Mining’s portfolio. In addition, it is expected that various operational and administrative synergies could be realised between Riotinto, Masa Valverde and any future mining operations at the Tharsis Project and the La Zarza Project.

Transaction Terms

Atalaya has completed the acquisition of 100% of the shares of Tharsis Mining, which, through its subsidiaries, owns the Tharsis Project, the La Zarza Project and associated exploration interests in the province of Huelva, Spain. The share purchase agreement was executed and the Acquisition completed simultaneously, providing Atalaya with full ownership and control of Tharsis Mining.

Total consideration for the Acquisition is €125 million, consisting of €75 million in upfront cash consideration paid on completion and deferred cash consideration of €50 million payable within 12 months of the closing date, which is secured by a bank guarantee and will accrue interest at 12-month EURIBOR plus 1.5%. Existing Atalaya shareholders will experience no equity dilution as a result of the Acquisition.

Payment of the upfront consideration was satisfied from Atalaya’s existing cash resources, which remain robust with over €260 million in pro-forma net cash following the initial payment. It is expected that ongoing cash generation will further support Atalaya’s balance sheet strength.

At closing of the Acquisition, all outstanding balances and loans between Tharsis Mining and the Sellers (or their affiliates) were settled, extinguished or acquired by Atalaya as part of the total consideration. Certain identified legacy and contingent liabilities, currently estimated at approximately €7 million, will remain obligations of the acquired Tharsis Mining group following completion.

Tharsis Project

Overview

The Tharsis Project is a past-producing project located in Andalucía, southern Spain, and approximately 100 km west of Seville, 50 km north of Huelva and 50 km west of Atalaya’s Proyecto Riotinto complex. The Tharsis Project is located next to the village of Tharsis and benefits from good road connections and the same established regional infrastructure as Proyecto Riotinto, including access to power networks, a skilled mining workforce and the deep-water port at Huelva.

The Tharsis Project consists of several VMS deposits that contain copper-zinc-lead-silver-gold mineralisation. The deposits were first mined in the 1850s and were exploited principally for their pyrite in order to produce sulphuric acid, with 34 Mt of raw pyrite mined by various operators via open pit and underground methods. In 2001, mining activities ceased.

Figure 2: Tharsis Project Aerial View

Tharsis Mining acquired the Tharsis Project in 2018, after which it completed a 77,536 metre drilling campaign from 2020-2022. This campaign formed the basis for a Mineral Resource Estimate which was completed by CSA Global in 2022.

Table 1: Tharsis Project Mineral Resource Estimate

Tonnage

Contained Metal

Notes:

1. Mineral Resource Estimate completed by CSA Global in October 2022.
2. Figures have been rounded to reflect this is an estimate.
3. Measured, Indicated and Inferred Mineral Resources have been reported in accordance with NI 43‐101 and the CIM Definition Standards published on 10 May 2014.

In 2023, CSA Global completed a Preliminary Economic Assessment (PEA) on the Tharsis Project, which focused on a 5 Mtpa open pit operation along with hydromet processing. The PEA was prepared in accordance with CIM guidelines and reported in compliance with NI 43-101 requirements. As part of this work, Tharsis Mining completed various metallurgical and mineralogical test work, geotechnical investigations, hydrological and hydrogeological reviews and environmental baseline work.

La Zarza Project

Overview

The La Zarza Project is a past-producing project located in Andalucía which sits approximately 85 km northwest of Seville and 25 km west of Atalaya’s Proyecto Riotinto complex. The La Zarza Project is located next to the village of La Zarza and benefits from the same modern infrastructure as Proyecto Riotinto, including access to modern roads, skilled labour and the port at Huelva.

Mineralisation at La Zarza consists of typical VMS deposits, as well as associated “Silicatado” deposits, both containing copper, zinc-lead and precious metals. La Zarza was first mined by the Romans and Phoenicians, who focused on copper and gold-silver gossans, and then on a small scale in the 1850s. In the 1860s, mining was conducted on a larger scale via open pit and underground methods, with a focus on extracting pyrite for the production of sulphuric acid. Mining activities stopped in 1991, after various operators had extracted approximately 40 Mt of pyrite over the decades.

Figure 3: La Zarza Aerial View

Tharsis Mining acquired the La Zarza Project in 2018, and after acquiring historical project data in 2022, drilled 12,424 metres in 2022-2023. In 2023, CSA Global produced an updated Mineral Resource Estimate (MRE) based mainly on drilling by Tharsis Mining and prior owners since the 2000s.

Table 2: La Zarza Project Mineral Resource Estimate

Tonnage

Contained Metal

Notes:

1. Mineral Resource Estimate completed by CSA Global in November 2023.
2. Figures have been rounded to reflect this is an estimate.
3. Measured, Indicated and Inferred Mineral Resources have been reported in accordance with NI 43‐101 and the CIM Definition Standards published on 10 May 2014.

Technical Information

The technical information in this announcement that relates to the Tharsis Project and La Zarza Project has been compiled by Juan Manuel Pons Pérez, senior geologist and employee of the Company. Juan Manuel Pons Pérez has over 35 years' experience, is a member of good standing with the College of Geologists of Andalucía and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person. Juan Manuel Pons Pérez consents to the inclusion in this release of the matters based on his information in the form and context in which it appears.

Glossary of Terms

The person responsible for arranging release of this announcement on behalf of the Company is César Sánchez (CFO).

The information contained within this announcement is deemed by Atalaya to constitute inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). By the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Contacts:

About Atalaya Mining Copper, S.A.

Atalaya is a European copper producer that owns and operates the Proyecto Riotinto complex in southwest Spain. Atalaya’s shares trade on the London Stock Exchange’s Main Market under the symbol “ATYM” and Atalaya is a FTSE 250 Index constituent.

Atalaya’s operations include the Cerro Colorado open pit mine and a modern 15 Mtpa processing plant, which has the potential to become a central processing hub for ore sourced from its wholly owned regional projects around Riotinto, such as Proyecto Masa Valverde and Proyecto Riotinto East. In addition, Atalaya has a phased earn-in agreement for up to 80% ownership of Cobre San Rafael S.L., which fully owns the Proyecto Touro brownfield copper project in the northwest of Spain, as well as a 99.9% interest in Proyecto Ossa Morena. For further information, please visit www.atalayamining.com

FORWARD LOOKING STATEMENTS

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "may", "will", "would", "could", "considered", "likely", "estimate", "outlook" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely, such as the receipt of relevant regulatory approvals or permits. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. The Company, its representatives and any person acting on behalf of it expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.