CAP S.A. Announces Commencement of Cash Tender Offer and Consent Solicitation for Any and All of Its Outstanding 7.375% Notes Due 2036

(ISIN NOS. US12476AAA51 / USP25625AE74; CUSIP NOS. 12476AAA5 / P25625AE7)

Santiago, Chile, Aug. 31, 2026 (GLOBE NEWSWIRE) -- CAP S.A., a corporation (sociedad anónima abierta) incorporated and existing under the laws of the Republic of Chile, with its registered office located at Gertrudis Echeñique N° 220, Las Condes, Santiago, Chile (“CAP,” or the “Company”), announced today the commencement of an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.375% Notes due 2036 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 31, 2026 (the “Offer to Purchase”) for the consideration described below. The Notes are unconditionally guaranteed (the “Guarantees”) jointly and severally by Compañía Siderúrgica Huachipato S.A. (“CSH”) and Compañía Minera del Pacífico S.A. (“CMP” and, together with CSH, the “Guarantors”), each a corporation (sociedad anónima) organized under the laws of Chile and a subsidiary of the Company. All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.

Concurrently with the Tender Offer, the Company is soliciting consents (the “Consent Solicitation”) from the holders of the Notes (the “Holders”) to effect certain proposed amendments to the indenture governing the Notes, dated as of September 18, 2006 (as amended or supplemented from time to time, the “Indenture”), among the Company, as issuer, CMP and CSH, as Guarantors, and The Bank of New York Mellon, as successor trustee (the “Trustee”). The proposed amendments would (i) amend Section 10.4 of the Indenture to expressly permit the release of a Guarantor with the consent of Holders of at least a majority in aggregate principal amount of the outstanding Notes if such release would not materially and adversely affect the Holders, in addition to the existing circumstances relating to a consolidation or merger of any Guarantor, or a conveyance or transfer of all or substantially all of its assets; (ii) release CSH as guarantor under the Indenture and the Notes; (iii) eliminate substantially all of the restrictive covenants and related provisions contained in the Indenture; and (iv) make certain related and conforming changes, in each case as further described in the Offer to Purchase (the “Proposed Amendments”). Pursuant to the terms of the Indenture, the Proposed Amendments require the consent of Holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding any Notes held by the Company or its affiliates) (the “Requisite Consents”), calculated in accordance with Section 1.1 of the Indenture. The term “Holder” means a registered holder of Notes.

Holders that tender their Notes pursuant to the Tender Offer and in accordance with the procedures described in the Offer to Purchase will be deemed to have delivered their consent to the Proposed Amendments pursuant to the Consent Solicitation. Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. If a Holder tenders Notes in the Tender Offer, such Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Notes, to the Proposed Amendments.

Title of Security	CUSIPs	ISINs	Principal Amount Outstanding	Tender Offer Consideration(1)
7.375% Notes due 2036	12476AAA5 / P25625AE7	US12476AAA51 / USP25625AE74	U.S.$40,858,000	US$1,000

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(1)   Per each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, excluding Accrued Interest (as defined in the Offer to Purchase).

The Tender Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on September 14, 2026, unless extended or earlier terminated by the Company (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the “Expiration Date”). Holders who validly tender (and do not validly withdraw) their Notes and thereby deliver (and do not revoke) their related consents to the Proposed Amendments at or prior to the Expiration Date, in the manner described in the Offer to Purchase, will be eligible to receive the Tender Offer Consideration with respect to such Notes, plus any Accrued Interest. Notes tendered may be withdrawn and consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, on September 14, 2026, unless extended by the Company (such time and date, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law. Notes subject to the Tender Offer may also be validly withdrawn at any time after the 60^th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.

To be eligible to receive the Tender Offer Consideration set forth in the table above, plus Accrued Interest, Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Date. In the event of a termination of the Tender Offer and Consent Solicitation, neither the Tender Offer Consideration nor any Accrued Interest will be paid or become payable to the Holders of such Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders.

Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase will be made on a single settlement date, expected to be within three business days following the Expiration Date, or as promptly as practicable thereafter (the “Settlement Date”). All Notes accepted for purchase in the Tender Offer will cease to accrue interest on the Settlement Date, unless the Company defaults in the payment of amounts payable pursuant to the Tender Offer.

The Company’s obligation to purchase Notes pursuant to the Tender Offer is conditioned upon the receipt of the Requisite Consents and is subject to the satisfaction or waiver of certain other conditions described in the Offer to Purchase under “The Tender Offer and Consent Solicitation—Conditions to the Tender Offer and Consent Solicitation.”

Subject to applicable law, the Company reserves the right, in its sole discretion, (1) to waive any and all conditions to the Tender Offer or Consent Solicitation; (2) to extend the Tender Offer or Consent Solicitation; (3) to terminate or to otherwise amend the Tender Offer or Consent Solicitation in any respect; and (4) to assign any or all of its rights and obligations under the Tender Offer and Consent Solicitation to an affiliate or designee.

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender and Information Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.

D.F. King & Co., Inc. 28 Liberty Street, 53rd Floor New York, NY 10005 E-mail: cap@dfking.com Toll-Free: +1 (888) 542-7446 Collect: +1 (646) 582-2896

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. The Company has retained J.P. Morgan Securities LLC to act as dealer manager and solicitation agent (the “Dealer Manager and Solicitation Agent”) in connection with the Tender Offer and Consent Solicitation. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Manager and Solicitation Agent at its telephone number set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

J.P. Morgan Securities LLC 270 Park Avenue, 9th Floor New York, New York 10017 United States of America Attn: Latin America Debt Capital Markets Toll-Free: +1 (866) 846-2874 Collect: +1 (212) 834-7279

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Consent Solicitation are made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of the Company, the Guarantors, the Dealer Manager and Solicitation Agent or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer or deliver their consents pursuant to the Consent Solicitation.

About CAP

CAP is a listed stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile, with more than 80 years of history and a leading role in the development of Chile’s mining and industrial sectors. Through its long-term strategy, CAP aims to be a global leader in critical materials for decarbonization through an integrated portfolio of businesses and the development of innovative and sustainable products and solutions.

CAP’s portfolio combines leadership in iron ore mining through Compañía Minera del Pacífico (CMP); industrialized and sustainable construction solutions through Grupo Cintac; strategic infrastructure assets, including Aguas CAP, Tecnocap, Huachipato Terminal Portuario and Puerto Las Losas; and exposure to critical minerals through its investment in Aclara Resources and direct ownership of the Penco Module project, Chile’s first rare earths development. CAP has publicly offered securities registered in the Securities Registry (Registro de Valores) of the CMF (Comisión para el Mercado Financiero) (the “CMF”), as a result of which it qualifies as a securities issuer subject to the oversight and supervision of the CMF. CAP’s shares are listed on the Santiago Stock Exchange (Bolsa de Comercio de Santiago) and the Electronic Stock Exchange of Chile (Bolsa Electrónica de Chile) under the symbol “CAP”. CAP’s principal executive office is located at Gertrudis Echeñique 220, Las Condes, Santiago, Chile, and its telephone number at that address is (+56-2) 2 2818-6000.

Contact

Felipe Gazitua
CAP S.A.
Gertrudis Eceñique 220, Las Condes; Santiago, Chile
+56(2) 2818-6150
fgazitua@cap.cl

Javiera Mercado
CAP S.A.
Gertrudis Eceñique 220, Las Condes; Santiago, Chile
+56(2) 2818-6160
jmercado@cap.cl

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding the Company’s results of operations and financial position; (ii) statements of plans, objectives or goals; and (iii) statements of assumptions underlying such statements. Words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. The forward-looking statements contained herein include statements about the Tender Offer and Consent Solicitation. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should not place undue reliance on these forward-looking statements or projections.

These cautionary statements should not be construed as exhaustive and are made only as of the date hereof. CAP undertakes no obligation to (and expressly disclaims any obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.