GRAM Gold Flora Corporation (PK)

The shares to be issued will be common shares with voting rights and other rights established by law and the Company’s bylaws, with a par value of S/. 1.00 (one and 00/100 Soles) each.

The number of shares to be issued will be determined by the Board of Directors at the end of the Capital Increase process, based on the final amount of the Capital Increase. Notwithstanding the foregoing, the maximum number of shares to be issued will be 174,984,912.

The price per common share will be S/. 0.4971, which will be converted into Dollars for purposes of the payment of the contributions using the Exchange Rate.

The Unit Placement Price is equal to the volume weighted average price (VWAP) as of 60 calendar days prior to October 24, 2023, as reported on the Lima Stock Exchange, minus 15%.

The placement price calculation considers the quotations registered between August 25 and October 23, 2023.

The preemptive subscription right may be exercised in two (2) rounds:

First Round: 26 calendar days (17 business days and 9 non-business days) and would commence on November 17, 2023, at the opening of trading hours of the Lima Stock Exchange and would end on December 12, 2023, at the close of trading hours of the Lima Stock Exchange.

Second Round: 3 business days and will begin on December 13, 2023, at the opening of trading hours of the Lima Stock Exchange and will end on December 15, 2023, at the close of trading hours of the Lima Stock Exchange.

Holders of CAVALI registered common shares: Information regarding the percentage of subscription corresponding to each of the holders of common shares in the First Round, according to their ownership, will be available as of the first day of the First Round, at the offices of their broker or CAVALI participant, as applicable, and at the Company’s offices at Av. Abel Bergasse Du Petit Thouars No. 4957, Miraflores, Lima, Peru.

The contact person at the Company will be Paola Pastor Aragón, e-mail paola.pastor@aenza.com.pe

Holders of common shares represented by physical certificates: Information regarding the percentage of subscription corresponding to each of the holders of common shares in the First Round, according to their holdings, will be available as from the first day of the First Round, only at the Company’s offices, at the address indicated above and with the contact persons indicated above.

The information regarding the percentage of subscription that will correspond in the Second Round to each of the holders of common shares that participated in the First Round, will be available at the offices of its brokerage firm or CAVALI participant, as applicable, as well as at the Company’s offices, at the address and with the contact persons indicated above.

The cash contributions to be made as part of the Capital Increase must be deposited in the bank account (the “Contribution Account”) owned by the Company at Banco de Crédito del Perú:

Account Number: 193-2318541-1-15

Interbank Code (ICC): 00219300231854111516

Swift Code: BCPLPEPL

Beneficiary: AENZA S.A.A.

Banco de Crédito del Perú Address: Calle Centenario No. 156 – Urb. Santa Patricia – La Molina, Lima, 12, Perú

AENZA Address: Av. Petit Thouars 4957. Miraflores, Lima 18, Perú

The Placement Price must (i) be deposited in full in the Contribution Account, or (ii) be made available in full in the account of the brokerage firm of the subscribing shareholder or of a third-party intermediary, in each case, to the satisfaction of the Company, at the time of subscription of the shares.

The Placement Price shall be paid in Dollars of the United States of America.

The payment or transfer to the Contribution Account or to the account of the brokerage firm or third-party intermediary, in each case, to the satisfaction of the Company, must be evidenced by a deposit voucher issued by the corresponding bank or by any other means issued by the receiving bank, evidencing, to the satisfaction of the Company, the entry of the funds to the corresponding account (the “Deposit Voucher”).

The preemptive subscription rights corresponding to each shareholder are embodied in preemptive subscription certificates (the “Preemptive Subscription Certificates”).

Each Pre-emptive Subscription Certificate will entitle the holder to subscribe one (1) new share of the Company in First Round.

The Preferred Subscription Certificates will be represented by book entries in CAVALI in the case of shares represented by book entries, and by physical certificates in the case of shares represented by physical certificates.

Cut-Off Date: To be determined in accordance with applicable regulations.  

The Preferred Subscription Certificates will be issued in favor of the shareholders who, on the Record Date, appear registered as such in CAVALI, or in the Company’s share registry, as applicable, in proportion to their share ownership.

The date will be November 16, 2023. As of such date, the Pre-emptive Subscription Certificates will be available to the Company’s shareholders.

The Preferred Subscription Certificates represented by book entries in CAVALI will be delivered by book entry in CAVALI in the name of the corresponding shareholders. The Preferred Subscription Certificates represented by physical certificates will be available to the beneficiaries at the Company’s offices located at Av. Abel Bergasse Du Petit Thouars No. 4957, Miraflores, Lima, Peru, through the contact person Paola Pastor Aragón, with e-mail paola.pastor@aenza.com.pe.

In order to proceed with the delivery of Preferred Subscription Certificates represented by physical certificates, the interested parties must appear at the address indicated above, presenting a copy of their identification document in the case of natural persons and, in the case of legal entities, carrying: (i) letter of instruction signed by the legal representative of the legal entity with legalized signatures requesting the delivery of the Preferred Subscription Certificates to a specific representative; (ii) legalized copy of the power of attorney empowering to request the issuance of the Preferred Subscription Certificates, (iii) validity of the power of attorney of the legal representative not older than 30 days; and, (iv) copy of the legal representative’s identity document.

The Preferred Subscription Certificates will be available to shareholders until December 12, 2023 (inclusive).

If the application of the Subscription Percentage or the prorate in any of the Rounds or in the determination of the remainder results in a number of shares to be subscribed that is not a whole number, it will be rounded down to the next lower whole number.

In the event that the rounding technique set forth in the preceding paragraph results in the number of Preferred Subscription Certificates to be allocated to the shareholders being less than the number of new shares of common stock to be offered for subscription, the remaining Preferred Subscription Certificates shall be allocated as follows:

(i) Preferred Subscription Certificates will be issued to the shareholders who, before rounding, were closest to one (1).

(ii) In the event of a tie in criterion (i) above, the shareholders with the largest number of common shares will have priority in order to minimize the effect on the shareholdings.

The payment obligation of the shares to be subscribed will correspond to the amount stated in the respective Pre-emptive Subscription Certificates, which will be equivalent to the total amount of the Placement Price, considering the aforementioned rounding.

The Preferred Subscription Certificates represented by book entries in CAVALI may be freely negotiated in the Lima Stock Exchange, or outside of it, in compliance with the rules that regulate the transfer of securities, from November 17, 2023 and until December 7, 2023. The expiration date of the Preferred Subscription Certificates will be December 12, 2023, inclusive.

In any case, the intervention of a brokerage firm will be mandatory, being applicable the provisions of Conasev Resolution No. 27-1995-EF/94.10.

Holders of Preferred Subscription Certificates represented by physical securities who wish to trade them may do so on or off the stock trading system. In the first case (transfers within the stock exchange of the Lima Stock Exchange), they must previously dematerialize them. The dematerialization process is entirely the responsibility of the holder of the Preferred Subscription Certificates. Likewise, holders who trade their Preferred Subscription Certificates on the stock exchange trading floor must take care of the timely settlement of the transactions in order to be able to exercise their subscription rights.

The Company will issue and deliver the shares to all subscribers of the new common shares within two (2) business days after the Capital Increase is registered in the Public Registry of Legal Entities of the Lima Registry Office.

The Company will issue provisional physical share certificates to all subscribers of new common shares who request them, upon identification of the subscriber with his/her identity document, in the case of a natural person or, in the case of legal entities, by carrying: (i) letter of instruction signed by the legal representative of the legal entity with legalized signatures requesting the delivery of the provisional share certificate to a specific representative; (ii) legalized copy of the power of attorney empowering to request the issuance of the provisional share certificate, (iii) validity of the power of attorney of the legal representative not older than 30 days; and, (iv) copy of the identity document of the legal representative; to the extent that the requirements for the subscription of common shares established in section 18 have been previously accredited.

Provisional physical share certificates derived from the exercise of the pre-emptive subscription may be requested from the Company until December 18 and the delivery date will be December 20, 2023. The subscriber must have previously accredited the requirements for the subscription of shares established in paragraph 18 above, either directly or through its brokerage firm.

The provisional certificates of physical shares shall contain the legends and identification data set forth in articles 87° and 100° of the General Corporations Law, and any others that may be applicable according to the regulations applicable to the Company. The date of exchange of the provisional physical share certificates for definitive physical certificates shall be informed to the market, as a Relevant Information Communication, within fifteen (15) business days after the registration of the capital increase in the Register of Legal Entities, but at least five (5) days prior to the date set as the date of delivery.

It is hereby stated for the record that the Pre-emptive Subscription Certificates, as well as the common shares to be issued upon exercise of the subscription rights embodied in such securities and those to be issued as a result of the private offering (in the event the Capital Increase is not fully subscribed after the Second Round), have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or jurisdiction outside Peru.

In this regard, the securities issued will be made available to investors only in Peru pursuant to applicable Peruvian law and may not be offered, sold, resold, transferred, delivered, or distributed, directly or indirectly, in or into the United States of America under the securities laws of that country or in other jurisdictions where this is prohibited. In addition, the common shares to be issued may not be offered, sold, or subscribed for except in a transaction that is exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933.

This communication is not an offer to sell or a solicitation of an offer to buy securities in the United States of America or to persons in the United States of America.