Mirasol Signs LOI for the Sale of the Rubi Copper Project for US$4 Million Plus 2% NSR Royalty

Executive Summary

• Mirasor Resources Ltd. signed a binding LOI granting San Lorenzo Gold Corp. an exclusive option to acquire the 100% owned Rubi Copper Project in northern Chile for a total cash consideration of US $4.0 million.
• The option structure provides staged payments and exploration expenditure commitments, with San Lorenzo potentially earning up to 100% ownership while Mirasor retains a 2% NSR royalty and a buy‑back right on part of the royalty.
• Completion of the first option is expected by March 31 2026, after which San Lorenzo will hold a 70% interest; subsequent options could increase its stake to 85% and ultimately 100%.

Key Details

• Total consideration: US $4.0 million payable in staged cash payments.
• Option timeline & payments
• First Option (to 70%) – US $1.6 M over 3 years
  • $50,000 on LOI signing
  • $100,000 on definitive agreement execution
  • $100,000 one year after definitive agreement
  • $100,000 two years after definitive agreement
  • $1,250,000 three years after definitive agreement
• Exploration expenditures (first option) – $150,000 at year 1, $150,000 at year 2, $350,000 at year 3 post‑definitive agreement.
• Second Option (to 85%) – US $1.75 M over 2 years
  • $500,000 four years after definitive agreement
  • $1,250,000 four and a half years after definitive agreement

• Third Option (to 100%) – US $2.25 M plus 2% NSR royalty

  • $500,000 five‑and‑a‑half years after definitive agreement
  • $1,750,000 six years after definitive agreement

• Royalty structure:

• Upon completion of the first option, San Lorenzo grants Mirasor a non‑buy‑back 0.5% NSR royalty on three adjacent mineral claims.
• After exercising the third option, Mirasor retains a 2% NSR royalty on the Rubi Project.

• San Lorenzo has the right to buy back the first 0.5% of this royalty for US $2 M within 12 months of the third‑option exercise, and an additional 0.5% for another US $2 M within 12 months after commercial production begins.

• Retention of interest:

• After first and second options, Mirasor will maintain a 30% (first option) or 15% (second option) carried interest until a mining decision is made.

• Project description: 2,000‑ha Rubi Copper Porphyry Project located at 1,900–2,100 m elevation, ~20 km from existing porphyry mines (El Salvador, Potrerillos), with access to Chanaral port (~80 km).

• Historical drilling (Nov 2021): 1,887 m drill program on Lithocap and Zafiro targets identified extensive alteration, brecciation, and anomalous Cu‑Mo‑Au mineralization over ~200 m intervals.

Notable Quotes

“The sale of our Rubi Copper Project reflects Mirasor’s strategy to monetize our highly prospective yet undervalued assets… The payments of US$4 million will strengthen our ability to fund ongoing exploration, while the remaining royalty provides our shareholders with continued exposure to future success at the Rubi Project.” – Tim Heenan, President & CEO, Mirasor Resources Ltd.