Coro Mining Rights Offering Notice

Aug 13, 2018 | PDF

The following notice (the "Notice") to holders of common shares of Coro Mining Corp. sets out information concerning Coro's rights offering in Q&A format.

Who can participate in the Offering?

Coro Mining Corp. ("Coro" or the "Corporation") is issuing to the holders (the "Shareholders") of its outstanding common shares (the "Common Shares") of record at 5:00 p.m. (Toronto time) on August 22, 2018 (the "Record Date") an aggregate of 783,546,337 rights (each, a "Right") on the terms set forth herein (the "Offering").

References in this notice to "we", "our", "us" and similar terms mean the Corporation. References in this notice to "you", "your" and similar terms mean the Shareholders.

Who is eligible to receive Rights?

The Offering is being made to Shareholders (the "Eligible Shareholders") resident in: (a) the provinces and territories of Canada; and (b) the United States, excluding the states of Arizona, Arkansas, California, Minnesota, Ohio and Wisconsin (collectively the "Eligible Jurisdictions").

You will be presumed to be resident in the place shown in our records as your registered address, unless the contrary is shown to our satisfaction.

This Notice is not to be construed as an offering of the Rights, nor are the Common Shares issuable upon exercise of the Rights, offered for sale in any jurisdiction outside the Eligible Jurisdictions or to Shareholders who are residents of any jurisdiction other than the Eligible Jurisdictions ("Ineligible Shareholders"). Instead, Ineligible Shareholders will be sent a letter advising them that their Rights will be held by Computershare Investor Services Inc. (the "Rights Agent"), who will hold such Rights as agent for the benefit of all such Ineligible Shareholders.

The Corporation will accept subscriptions from Ineligible Shareholders or transferees if such Ineligible Shareholders or transferees satisfy the Corporation, through the delivery of an opinion of counsel in such Ineligible Shareholders' jurisdiction of good standing not less than 7 days before the Expiry Date (and if the 7th day prior to the Expiry Date is a Saturday, Sunday or statutory holiday in the Toronto, Ontario, then such date shall be deemed to be the next business day following the 7th day prior to the Expiry Date), that the receipt by such Ineligible Shareholder or transferee of the Rights in the Offering and subscription by such Ineligible Shareholder or transferee and issuance to it of the Common Shares on exercise of the Rights is lawful and : (a) will not violate the laws of their jurisdiction of residence or other applicable jurisdiction, and (b) will not impose any requirement on the Corporation to comply with legal requirements in their jurisdiction of residence or other applicable jurisdiction other than those being complied with for the offering of Rights in the Eligible Jurisdictions.

If an Ineligible Shareholder does not satisfy the Corporation as to their eligibility to participate in the Offering on or before 7th day prior to the Expiry Date, the Rights Agent will, prior to the Expiry Time attempt to sell such Rights on the Toronto Stock Exchange, on a best efforts basis. The proceeds received by the Rights Agent, if any, from the sale of the Rights delivered to it, net of any applicable costs, expenses and taxes will be divided among the Ineligible Shareholders who do not satisfy the Corporation as to their eligibility to participate in the Offering on or before the 7th day prior to the Expiry Date on a pro rata basis according to the total number of Common Shares held by them.

How many Rights is Coro offering?

Coro is offering a total of 783,546,337 Rights to purchase an aggregate of up to 671,591,957 Common Shares.

How many Rights will you receive?

A Shareholder on the Record Date will receive one Right for each Common Share owned by the Shareholder.

What do Rights entitle you to receive?

Each 1.1667 Rights entitles a Eligible Shareholder to subscribe for one Common Share at a subscription price of $0.05 per Common Share (the "Basic Subscription Privilege") until 5:00 p.m. (Toronto time) (the "Expiry Time") on September 20, 2018 (the "Expiry Date"). No fractional Common Shares will be issued. Where the exercise of Rights would appear to entitle a holder of Rights to receive fractional Common Shares, the holder's entitlement will be reduced to the next lowest whole number of Common Shares.

Any Shareholder who exercises all of their Rights under the Basic Subscription Privilege will also have the additional privilege of subscribing, pro rata, for additional Common Shares at the subscription price (the "Additional Subscription Privilege"). The Common Shares available under the Additional Subscription Privilege will be those Common Shares issuable under the Rights Offering that have not been subscribed and paid for under the Basic Subscription Privilege by the Expiry Time.

Any Eligible Shareholder who exercises its Rights must enclose payment in Canadian funds by certified cheque, bank draft or money order payable to the order of Computershare Investor Services Inc.

How will you receive your Rights?

Registered Eligible Shareholders: If you are a registered Eligible Shareholder of Common Shares, a certificate (a "Rights Certificate") representing the total number of Rights that you are entitled to as of the Record Date is enclosed with this notice.

Beneficial Eligible Shareholders: You are a beneficial holder of Common Shares if you hold your Common Shares through a securities broker or dealer, bank or trust company or other participant (a "Participant") in the book-based system administered by CDS Clearing and Depository Services Inc. ("CDS"). The total number of Rights to which all beneficial Eligible Shareholders as of the Record Date are entitled will be issued to and deposited with CDS following the Record Date. If you are a beneficial Shareholder, we expect you will receive a confirmation of the number of Rights issued to you from the applicable Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.

When and how can you exercise your Rights?

The period to exercise the Rights expires at the Expiry Time on the Expiry Date.

For Common Shares held through a Participant in the book-based system administered by CDS, a subscriber may subscribe for Common Shares by instructing the Participant holding the subscriber's Rights to exercise all or a specified number of such Rights and forwarding the subscription price for each Common Shares subscribed for to such Participant in accordance with the terms of the Offering. A subscriber wishing to subscribe for additional Common Shares, if available, must exercise the Basic Subscription Privilege and forward its request to the Participant that holds the subscriber's Rights prior to the Expiry Time, along with payment for the number of additional Common Shares requested. Any excess funds will be returned by mail or credited to the subscriber's account with its Participant without interest or deduction. Subscriptions for Common Shares made through a Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Common Shares once submitted. Participants may have an earlier deadline for receipt of instructions and payment than the Expiry Time.

Only registered Eligible Shareholders will be provided with Rights Certificates. For all non-registered, beneficial Eligible Shareholders of the Corporation who hold their Common Shares through a Participant in the book-based systems administered by CDS, a global certificate representing the total number of Rights to which all such Eligible Shareholders as at the Record Date are entitled will be issued in registered form to, and deposited with, CDS. The Corporation expects that each beneficial Eligible Shareholder will receive a confirmation of the number of Rights issued to it from its Participant in accordance with the practices and procedures of that Participant. CDS will be responsible for establishing and maintaining book-entry accounts for Participants holding Rights.

Eligible Shareholders who hold their Common Shares through a Participant must arrange for exercises, purchases or transfers of Rights through their Participant and should contact the Participant to instruct them accordingly. It is anticipated by the Corporation that each purchaser of Common Shares will receive a customer confirmation of issuance or purchase, as applicable, from the CDS Participant through which such Common Shares are issued or such Rights or Common Shares are purchased in accordance with the practices and policies of such Participant.

The Rights are not transferable in the United States and may be transferred only in transactions outside of the United States in accordance with Regulation S under the United States Securities Act of 1933, as amended, which will permit the resale of the Rights by persons through the facilities of the TSX as described in the right offering circular.

What are the next steps?

This document contains key information you should know about Coro. You can find more details in the Corporation's rights offering circular. To obtain a copy, visit the Corporation's profile on the SEDAR website (www.sedar.com) or visit www.coromining.com. You should read the rights offering circular, along with the Corporation's continuous disclosure record, to make an informed decision.

Inquiries relating to this Offering should be directed to:

- Coro Mining Corp.: Nicholas Bias, Vice President Corporate Development & Investor Relations, at: nbias@coromining.com; or

- Computershare Investor Services Inc. (Rights Agent): 1-800-564-6253 (North America); 1-514- 982-7555 (International); corporateactions@computershare.com.

Shareholders in the United States should also review the Corporation's Registration Statement on Form F- 7, which will be filed with the United States Securities and Exchange Commission, which can be found at www.sec.gov.

Coro Mining Corporation

Per: Luis Albano Tondo

President & Chief Executive Officer

August 13, 2018

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