Fuerte Announces Transformational Acquisition of the Coffee Project from Newmont Corporation

Executive Summary

• Fuerte Metals entered a definitive agreement to acquire the Coffee Gold Project in Yukon from Newmont for up to US$150 million (US$10 M cash + US$40 M shares + 3% NSR, with optional repurchase).
• The transaction is being funded by a private‑placement equity financing of up to C$50 M (subscription receipts at C$1.65 each) backed by key shareholders, including Agnico Eagle.
• The Coffee Project hosts a robust NI 43‑101 resource: 3.0 Moz Measured & Indicated at 1.15 g/t Au (80 Mt) and 0.8 Moz Inferred at 1.17 g/t Au, with higher‑grade sensitivity cases; the project is de‑risked, permitting‑advanced, and slated for a PEA in H1 2026 and Feasibility Study in H2 2026.

Key Details

• Consideration: US$10 M cash + 22,729,126 common shares + 10,842,989 preferred shares (aggregate US$40 M) + 3% NSR (repurchase right at US$100 M). Total potential consideration up to US$150 M.
• Equity Financing: Private placement of subscription receipts at C$1.65 each for gross proceeds up to C$50 M; agents’ option to increase size by 15% (additional up to C$7.5 M). Each receipt converts into one unit (1 common share + 1 warrant at C$2.50 exercisable for 60 months).
• Use of Proceeds: Cash component of acquisition, advancement of exploration and development at Coffee, and general corporate purposes.
• Resource Estimate (NI 43‑101):
• Measured & Indicated: 80 Mt @ 1.15 g/t Au → 2.96 Moz (≈2,957 koz).
• Inferred: 21.2 Mt @ 1.17 g/t Au → 0.80 Moz (≈800 koz).
• Sensitivity at 0.40 g/t cut‑off: 60 Mt @ 1.44 g/t Au → 2.79 Moz Measured & Indicated.
• Project Highlights: Open‑pit heap‑leach amenable; positive YESAA decision (2022); extensive historic drilling (3,307 RC holes, 376 k m; 1,261 diamond holes, 238 k m).
• Timeline: Transaction closing expected ~19 Oct 2025; financing escrow release deadline 31 Dec 2025.
• Shareholder Impact: Newmont to become a significant shareholder post‑closing; Agnico Eagle committing to maintain ~8.5% stake on a non‑diluted basis.
• Governance: Board approved transaction and financing unanimously; required TSX‑V approvals, Competition Act clearance, and other regulatory consents obtained/being pursued.
• Key Quotes: Tim Warman (CEO) emphasized the transformational nature of the acquisition and commitment to First Nations partnerships.

Notable Quotes

“The acquisition of Coffee is highly transformational for Fuerte… we look forward to advancing Coffee to production and building a new Canadian gold producer, creating significant shareholder value.” – Tim Warman, CEO & Director, Fuerte Metals Corporation.