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IMARFI CAPITAL

Brand presentation and role within GRUPO HOLDING IMARFI

IMARFI CAPITAL

IMARFI CAPITAL is the corporate platform specialized in financial structuring, capital markets, asset management and institutional financing for GRUPO HOLDING IMARFI.

Its architecture integrates patrimonial, productive, energy, mining and environmental assets and seeks to connect the real economy of the projects, the economic value of the assets, international capital markets and institutional financing sources.

The structure is developed across three complementary levels: patrimonial and corporate support; asset structuring and capital markets; and capitalization, credit and financing.

1.1

What is IMARFI CAPITAL

The financial and capital-markets brand of GRUPO HOLDING IMARFI, conceived as a bridge between real assets, financial instruments, markets and institutional financing.

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Source: PAGINA 1.pdf, pp. 2–4.

IMARFI CAPITAL is the financial and capital-markets brand of GRUPO HOLDING IMARFI. It was created to provide a specialized platform capable of identifying, analyzing, structuring and channeling the economic value of assets belonging or linked to the Group's companies.

From an economic and financial perspective, its purpose is to establish a bridge between assets generated by the Group's industrial activity and national and international capital markets.

Four principal functions

  • Asset structuring: identification, analysis, certification, valuation and legal and financial preparation.
  • Financial-instrument structuring: development of instruments whose economic basis may be linked to assets, reserves, commodities, economic rights, patrimony or eligible flows.
  • Capital-markets access: preparation of structures for eventual presentation to markets, banks, custodians, institutional investors and clearing and settlement infrastructures.
  • Capitalization and financing: use of eligible instruments accepted as economic support or collateral in credit and financing operations.

IMARFI CAPITAL is not conceived solely as an individual financial company, but as an international corporate platform intended to transform patrimonial and productive capacity into financial capacity.

Infographic showing IMARFI CAPITAL asset sectorsEnlarge graphic
Sectors from which IMARFI CAPITAL assets may originate. Original source graphic in Spanish.
Full graphic description

The graphic places IMARFI CAPITAL at the center and connects asset families including mining, oil, gas, energy, petrochemicals, commodities, environmental assets, economic rights, and patrimonial and financial assets. Its central message is to transform resources into development and opportunities.

Sectors from which IMARFI CAPITAL assets may originate. Original source graphic in Spanish.

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Infographic showing IMARFI CAPITAL asset sectors

1.2

Why IMARFI CAPITAL is created within GRUPO HOLDING IMARFI

It is created to connect real assets with financial assets and, subsequently, those financial assets with institutional capital.

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Source: PAGINA 1.pdf, pp. 4–5.

GRUPO HOLDING IMARFI develops industrial projects characterized by high investment requirements and medium- and long-term execution horizons.

Principal areas

  • Mining
  • Oil
  • Gas
  • Energy
  • Petrochemicals
  • Industrial infrastructure

These projects require significant CAPEX, development financing, equipment acquisition, engineering, construction, commissioning and expansion. At the same time, they generate assets with economic value.

IMARFI CAPITAL was created to establish a specialized structure capable of analyzing that patrimony and determining which assets can become the economic basis of financial structures.

  1. REAL ASSETS
  2. FINANCIAL ASSETS
  3. INSTITUTIONAL CAPITAL

The objective is to develop a scalable financial model through which growth in productive assets can progressively contribute to increased financial capacity for the Group.

Infographic on investment, development and asset generationEnlarge graphic
Investment, development and asset generation within the Group. Original source graphic in Spanish.
Full graphic description

The graphic presents a cycle in which CAPEX, financing, equipment, engineering, construction, commissioning and expansion generate mineral reserves, physical gold and commodities, oil and gas reserves, economic rights, production, future contracts and cash flows, and carbon credits.

Investment, development and asset generation within the Group. Original source graphic in Spanish.

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Infographic on investment, development and asset generation

1.3

Corporate and financial mission of IMARFI CAPITAL

To structure the economic value of the Group's assets, connect them to capital markets and develop institutional financing for its companies and projects.

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Source: PAGINA 1.pdf, pp. 5.

The mission of IMARFI CAPITAL is to structure the economic value of GRUPO HOLDING IMARFI assets, connect them with capital markets and develop institutional financing mechanisms intended to support the growth of its companies and projects.

Five pillars

  • Asset identification: determine which assets, reserves, commodities, economic rights, environmental assets, instruments or flows may be suitable for financial structuring.
  • Certification and valuation: establish the technical, legal and economic traceability required to evidence existence, ownership and value.
  • Financial structuring: develop the legal and financial architecture needed to convert eligible assets into instruments suitable for capital-markets operations.
  • Capital access: present eligible structures to markets, banks, custodians, financial institutions and institutional investors.
  • Project financing: channel resources to SPVs through financing agreements, intercompany loans, corporate arrangements or Project Finance structures.

1.4

Role of IMARFI CAPITAL within the structure of GRUPO HOLDING IMARFI

Its cross-functional role is to transform patrimonial and productive capacity into financial capacity, linking the real economy with the financial economy.

Read full information

Source: PAGINA 1.pdf, pp. 6.

Specialization within the Group

  • IMARFI FOUNDATION: fiduciary, patrimonial and financial parent structure.
  • IMARFI HOLDING: preparation, structuring and organization of mining projects and specialized consortia.
  • IMARFI EXPORMINERA S.A.: SPV structure for development and execution of mining projects.
  • SAVIRIS HOLDING: preparation, structuring and organization of oil, gas, energy and petrochemical projects and their technical consortia.
  • SAVIRIS ENERGY: operating structure for development and execution of oil, gas, energy and petrochemical projects.

Within this ecosystem, IMARFI CAPITAL performs a cross-functional role: transforming patrimonial and productive capacity into financial capacity.

  1. PROJECTS
  2. ASSETS
  3. ECONOMIC VALUE
  4. FINANCIAL STRUCTURING
  5. CAPITAL MARKETS

IMARFI CAPITAL is the link between the real economy —assets, reserves, production and projects— and the financial economy —instruments, markets, collateral, credit and capital—.

1.5

IMARFI FOUNDATION as majority shareholder

IMARFI FOUNDATION holds a central position as fiduciary parent and principal patrimonial support entity, with an 85% participation in IMARFI CAPITAL according to the corporate structure provided.

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Source: PAGINA 1.pdf, pp. 7.

IMARFI FOUNDATION is the fiduciary parent company and principal patrimonial support entity within the GRUPO HOLDING IMARFI architecture. Incorporated in Panama in 2020, it occupies a central position in the Group's corporate and financial structure.

According to the corporate structure provided by GRUPO HOLDING IMARFI, IMARFI FOUNDATION holds an 85% equity participation in IMARFI CAPITAL and is its majority shareholder.

Direct linkage

  • Patrimony
  • Corporate governance
  • Financial strategy
  • Asset structuring
  • Capitalization
  • Project financing

The majority participation allows the financial strategy of IMARFI CAPITAL to be integrated into the Group's broader patrimonial strategy.

1.6

Corporate, patrimonial and financial characteristics of IMARFI FOUNDATION

The Foundation acts as parent, fiduciary structure, patrimonial support, majority shareholder and potential corporate support for duly documented operations.

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Source: PAGINA 1.pdf, pp. 7–8.

Functions

  • Parent function: central position in the Group's patrimonial structure.
  • Fiduciary function: organization, administration and patrimonial traceability.
  • Patrimonial support: economic basis for the international capitalization strategy.
  • Majority shareholder: 85% participation in IMARFI CAPITAL according to the corporate structure provided.
  • Financial support: ability to provide corporate support subject to corporate agreements, contracts, guarantees and banking requirements.

Declared amounts — 2025 fiscal year

  • Total assets: USD 39,035,575,295.43.
  • Cash and cash equivalents: USD 32,850,320,150.43.
  • Declared equity: USD 3,770,125,887.00.

The 2025 tax filing is shown as received by Panama's Dirección General de Ingresos on April 28, 2026. The documentation provided subsequently includes a Hague Apostille certified in Panama on September 4, 2026.

Use of specific assets in a financial operation remains subject to documentary evidence, valuation, due diligence and acceptance by participating financial institutions.

1.7

Relationship among IMARFI FOUNDATION, IMARFI CAPITAL and the SPV companies of GRUPO HOLDING IMARFI

The architecture separates patrimony, financing and operations and establishes a circuit in which SPVs create assets, IMARFI CAPITAL structures them and financing is channeled back to projects.

Read full information

Source: PAGINA 1.pdf, pp. 9–10.

  1. IMARFI FOUNDATION — parent, fiduciary structure, patrimony and financial support
  2. IMARFI CAPITAL — structuring, capital markets, capitalization and financing
  3. SPV COMPANIES — project development and execution

Principal operating structures

  • IMARFI EXPORMINERA S.A.: mining projects in Mexico, Colombia, Peru, Brazil and Argentina; principal mineral assets include gold, silver, copper and rare earths.
  • SAVIRIS ENERGY: oil, gas, energy and petrochemical projects principally in Mexico, Argentina, Ecuador and Venezuela.

Integrated financial circuit

  1. SPVs DEVELOP PROJECTS
  2. PROJECTS GENERATE ASSETS AND ECONOMIC RIGHTS
  3. IMARFI CAPITAL IDENTIFIES ELIGIBLE ASSETS
  4. ASSETS ARE CERTIFIED AND VALUED
  5. FINANCIAL STRUCTURES ARE DEVELOPED
  6. ACCESS TO MARKETS AND FINANCING IS SOUGHT
  7. LIQUIDITY IS CHANNELED TO THE SPVs
  8. SPVs DEVELOP NEW PROJECTS AND ASSETS

This structure is intended to integrate productive growth and financial growth within a single corporate strategy.

Infographic of SPVs and the integrated financial circuitEnlarge graphic
SPV companies and the integrated financial circuit. Original source graphic in Spanish.
Full graphic description

The graphic shows IMARFI EXPORMINERA S.A. for mining and SAVIRIS ENERGY for oil, gas, energy and petrochemicals. The circuit runs from project development and asset generation through identification, certification, structuring, market access, liquidity channeling and the creation of new projects.

SPV companies and the integrated financial circuit. Original source graphic in Spanish.

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Infographic of SPVs and the integrated financial circuit

1.8

Corporate structure of the IMARFI CAPITAL brand

Brazil structures assets and financial instruments; the United States develops capitalization and financing.

Read full information

Source: PAGINA 1.pdf, pp. 12.

The international strategy of the IMARFI CAPITAL brand is developed principally through two companies with differentiated but complementary functions.

IMARFI CAPITAL S.A. — São Paulo, Brazil

Company principally dedicated to structuring assets and instruments for capital markets.

IMARFI CAPITAL USA LLC — United States

Company principally dedicated to capitalization, financial monetization, credit structuring and financing channeling.

  1. BRAZIL — STRUCTURES ASSETS AND FINANCIAL INSTRUMENTS
  2. UNITED STATES — DEVELOPS CAPITALIZATION AND FINANCING

Both companies operate under a common IMARFI CAPITAL strategy and within the broader GRUPO HOLDING IMARFI structure.

Infographic of the IMARFI CAPITAL corporate structureEnlarge graphic
International corporate structure of IMARFI CAPITAL. Original source graphic in Spanish.
Full graphic description

The graphic separates the role of IMARFI CAPITAL S.A. in São Paulo, which structures assets and instruments, from IMARFI CAPITAL USA LLC in the United States, which focuses on capitalization, financial monetization, credit structuring and financing channeling.

International corporate structure of IMARFI CAPITAL. Original source graphic in Spanish.

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Infographic of the IMARFI CAPITAL corporate structure

1.9

Presentation of IMARFI CAPITAL S.A. – SÃO PAULO, BRAZIL

The Brazilian arm specializes in asset structuring and capital markets and prepares eligible assets for national and international market operations.

Read full information

Source: PAGINA 1.pdf, pp. 13–14.

IMARFI CAPITAL S.A., headquartered in São Paulo, Brazil, is the specialized arm of IMARFI CAPITAL for asset structuring and capital markets. Its strategic role is to develop the financial architecture required to prepare eligible GRUPO HOLDING IMARFI assets for operations linked to national and international securities markets.

Asset categories considered

  • Eligible patrimonial and financial assets of IMARFI FOUNDATION.
  • Proven and certified gold, silver and copper reserves.
  • Gold commodities represented by eligible custody documentation, including SKR where applicable.
  • Proven oil reserves.
  • Proven gas reserves.
  • Certified bonds or carbon credits.
  • Eligible economic rights and flows.

Based on these assets, IMARFI CAPITAL S.A. contemplates developing capital-markets structures, including corporate Medium Term Notes when the legal and economic nature of the assets permits such structuring.

Reference markets and financial centers

  • B3 — Brazil
  • New York — United States
  • London — United Kingdom
  • Vancouver — Canada
  • Frankfurt — Germany
  • Singapore
  • Luxembourg
Infographic about IMARFI CAPITAL S.A. BrazilEnlarge graphic
IMARFI CAPITAL S.A. — São Paulo, Brazil. Original source graphic in Spanish.
Full graphic description

The infographic summarizes the Brazilian role in asset structuring and capital markets. It lists eligible patrimonial and financial assets, gold, silver and copper reserves, gold under custody, oil and gas reserves, carbon credits, and eligible rights or flows; it also identifies B3, New York, London, Vancouver, Frankfurt, Singapore and Luxembourg as reference financial centers.

IMARFI CAPITAL S.A. — São Paulo, Brazil. Original source graphic in Spanish.

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Infographic about IMARFI CAPITAL S.A. Brazil

1.10

Presentation of IMARFI CAPITAL USA LLC – UNITED STATES

The U.S. arm primarily operates after the structuring phase, developing capitalization, corporate financing, credit structuring and liquidity generation.

Read full information

Source: PAGINA 1.pdf, pp. 15–16.

IMARFI CAPITAL USA LLC is the U.S. arm of IMARFI CAPITAL specialized in capitalization, corporate financing, credit structuring and liquidity generation. Its role begins principally where the structuring function of IMARFI CAPITAL S.A. ends.

Once an asset has been identified, certified, valued, structured, documented, custodied where applicable and is financially acceptable, IMARFI CAPITAL USA LLC may develop operations intended to use that instrument as economic support or collateral for credit lines.

Intended transformation

  1. PATRIMONIAL VALUE
  2. FINANCIAL ASSET
  3. COLLATERAL CAPACITY
  4. CREDIT CAPACITY
  5. LIQUIDITY
  6. PROJECT FINANCING

Financial centers considered

  • United States
  • Panama
  • Switzerland
  • Singapore
  • Luxembourg
  • London
  • Germany

Operations may be structured through credit lines, secured financing, corporate financing, intercompany loans or other legally admissible financial mechanisms.

Infographic about IMARFI CAPITAL USA LLCEnlarge graphic
IMARFI CAPITAL USA LLC — capitalization and financing. Original source graphic in Spanish.
Full graphic description

The graphic represents the sequence of an asset being identified, certified, valued, structured, documented, custodied when applicable and financially acceptable; followed by patrimonial value, financial asset, collateral capacity, credit capacity, liquidity and project financing.

IMARFI CAPITAL USA LLC — capitalization and financing. Original source graphic in Spanish.

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Infographic about IMARFI CAPITAL USA LLC

1.11

Joint financial architecture of the two companies

The international architecture is based on complementarity: Brazil structures value and the United States capitalizes value that is financially accepted.

Read full information

Source: PAGINA 1.pdf, pp. 17–19.

First level — IMARFI CAPITAL S.A. Brazil: structuring value

  1. ASSET IDENTIFICATION
  2. DUE DILIGENCE
  3. CERTIFICATION
  4. VALUATION
  5. LEGAL TRACEABILITY
  6. FINANCIAL STRUCTURING
  7. MTN / FINANCIAL INSTRUMENT
  8. MARKET / CUSTODY

Second level — IMARFI CAPITAL USA LLC: capitalizing value

  1. FINANCIAL INSTRUMENT
  2. CUSTODY
  3. COLLATERAL VALUATION
  4. FINANCIAL ACCEPTANCE
  5. CREDIT LINE
  6. LIQUIDITY
  7. CORPORATE FINANCING
  8. SPV COMPANIES

The operating philosophy can be summarized as: Brazil structures; the United States capitalizes.

Admission, collateral valuation, financing percentage and credit availability are determined by contractual documentation and approval by participating banks, custodians, markets, investors and other institutions.

Infographic of the joint Brazil United States financial architectureEnlarge graphic
Joint financial architecture of the two companies. Original source graphic in Spanish.
Full graphic description

At the first level, Brazil identifies the asset, performs due diligence, certification and valuation, establishes legal traceability, structures the financial instrument and connects it to a market or custody. At the second level, the United States analyzes custody, collateral value, financial acceptance, credit lines, liquidity, corporate financing and channeling to SPVs.

Joint financial architecture of the two companies. Original source graphic in Spanish.

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Infographic of the joint Brazil United States financial architecture

1.12

Strategic principle of the brand: ASSETS → MARKETS → CAPITAL → PROJECTS

The principle summarizes the economic and corporate rationale of IMARFI CAPITAL: start with real assets, structure them for markets, develop financial capacity and direct it to productive projects.

Read full information

Source: PAGINA 1.pdf, pp. 21–25.

Assets

  • Patrimony
  • Gold
  • Silver
  • Copper
  • Commodities
  • Proven oil reserves
  • Proven gas reserves
  • Carbon credits
  • Economic rights
  • Productive flows

Markets

IMARFI CAPITAL S.A. identifies, analyzes, certifies, values and structures assets that may be eligible for capital-markets operations.

Capital

IMARFI CAPITAL USA LLC develops the strategy intended to use assets and instruments that are financially accepted as support for credit and financing operations.

Projects

Liquidity obtained is intended to provide financial resources to GRUPO HOLDING IMARFI SPVs for the development of productive projects.

Complementary global architecture

  1. IMARFI FOUNDATION
  2. GRUPO HOLDING IMARFI
  3. PATRIMONIAL AND PRODUCTIVE ASSETS
  4. UNDERLYING ASSETS
  5. IMARFI CAPITAL S.A. — STRUCTURING / MARKETS / MTN-SBLC-BG-LC
  6. MARKETS / CUSTODY / ELIGIBLE COLLATERAL
  7. IMARFI CAPITAL USA LLC — CAPITALIZATION / CREDIT / LIQUIDITY
  8. FINANCING
  9. SPV COMPANIES
  10. NEW PROJECTS
  11. NEW ASSETS
  12. NEW FINANCIAL CAPACITY

Institutional closing

IMARFI CAPITAL structures assets, connects assets with capital markets, transforms economic value into financial capacity and channels capital toward productive projects.

The platform is conceived to integrate patrimony, real assets, financial instruments, international markets and credit capacity within a corporate architecture oriented toward the development and financing of large-scale projects.

Infographic of the assets markets capital projects principleEnlarge graphic
Strategic principle: ASSETS → MARKETS → CAPITAL → PROJECTS. Original source graphic in Spanish.
Full graphic description

The graphic summarizes four stages: a real value base; structuring and market access; financing and liquidity; and productive development. IMARFI CAPITAL S.A. structures assets and instruments, while IMARFI CAPITAL USA LLC develops capitalization of instruments that are financially accepted.

Strategic principle: ASSETS → MARKETS → CAPITAL → PROJECTS. Original source graphic in Spanish.

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Infographic of the assets markets capital projects principle
Infographic of the global architecture of IMARFI CAPITALEnlarge graphic
Global architecture of IMARFI CAPITAL. Original source graphic in Spanish.
Full graphic description

The architecture starts with IMARFI FOUNDATION and GRUPO HOLDING IMARFI, continues through assets of IMARFI EXPORMINERA S.A. and SAVIRIS ENERGY, underlying assets, IMARFI CAPITAL S.A., markets, custody and eligible collateral, IMARFI CAPITAL USA LLC and financing, and culminates in SPVs, new projects, new assets and renewed financial capacity.

Global architecture of IMARFI CAPITAL. Original source graphic in Spanish.

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Infographic of the global architecture of IMARFI CAPITAL
Final institutional summary infographic for IMARFI CAPITALEnlarge graphic
Final institutional summary. Original source graphic in Spanish.
Full graphic description

The final graphic summarizes four actions: structure assets, connect assets with capital markets, transform economic value into financial capacity and channel capital to productive projects. It repeats the sequence ASSETS → MARKETS → CAPITAL → PROJECTS.

Final institutional summary. Original source graphic in Spanish.

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Final institutional summary infographic for IMARFI CAPITAL

Structuring an asset does not automatically imply acceptance as collateral or the granting of financing. Admission, collateral valuation, financing percentage and credit availability depend on contractual documentation and approval by participating banks, custodians, markets, investors and other institutions.

IMARFI FOUNDATION