Mogotes Metals Announces Binding Offer to Acquire NSR Royalty

Mogotes Metals Inc. announced on October 26, 2026, that it has made a binding offer to acquire a subsidiary to purchase GRG Resources Corp.’s 1.5% net smelter returns royalty on the Filo Sur project. The total consideration for the transaction is $13,000,000, structured as $6,500,000 in cash plus $6,500,000 in common shares. The share component is based on the 20-day volume-weighted average price on the TSXV at the date of the definitive agreement, and these consideration shares will be subject to a four-month-plus-one-day statutory hold period.

Closing is subject to customary conditions, including regulatory and TSXV approvals, contractual consents, and required notices. The parties intend to close by December 29, 2026. The release provides no independent valuation of the royalty, no resource estimate for Filo Sur, and no detail on the origin of the GRG royalty. Filo Sur is the flagship project and adjoins the large Filo del Sol copper-gold-silver discovery in the Vicuña district, along the same north-south belt as Lunahuasi and Los Helados.

Mogotes Metals Inc. (MOG) announced an asset acquisition to eliminate a 1.5% net smelter return (NSR) on its flagship Filo Sur project. The transaction simplifies the royalty structure and increases the company’s future economic exposure to the asset, aligning with management’s strategy of consolidating the property. The deal requires $6.5 million in cash, representing approximately 8% of the $79.7 million in cash held as of August 31, 2026. Additionally, the agreement issues roughly 14.4 million shares at a $0.45 reference price, resulting in about 2.4% dilution based on the latest reported share count. The binding offer is not yet definitive.

The value of the 1.5% NSR is considered speculative because Filo Sur currently lacks a mineral resource estimate, an economic study, and a production timeline. While paying $13 million to remove the royalty may be value-accretive if the project is eventually developed, the financial impact cannot be measured from the data provided. This corporate action follows the Rio Tinto strategic alliance, the CD Capital investment, and the 2025-2026 season discoveries at Albor and Cruz del Sur. It is an incremental step rather than a new discovery or resource definition.

Prior-period context not disclosed in today’s release indicates that Q3-2026 cash stood at $79.7 million, with a net loss of $26.7 million for the nine-month period and no debt. The transaction is modest relative to the company’s approximately C$273 million market capitalization and does not alter near-term exploration catalysts.

Mogotes Metals Inc. is a mineral exploration company focused on copper, gold, and silver projects in the United States, Argentina, Chile, and Kazakhstan. Its flagship asset is the Filo Sur project, located in the Vicuña district straddling the Argentina–Chile border. Filo Sur adjoins the BHP/Lundin Filo del Sol copper-gold-silver deposit and lies along the same north-south belt as the Filo del Sol-Aurora and NGEx Minerals’ Lunahuasi and Los Helados deposits.

The company is in the early-stage exploration phase for Filo Sur. No mineral resource or reserve estimates have been disclosed, and no preliminary economic assessment, pre-feasibility study, or feasibility study has been completed. Drilling began in November 2025, with the 2025-2026 season identifying the high-grade Albor breccia and the Cruz del Sur gold-copper porphyry. The 2026-2027 plan targets up to 20,000 metres of drilling.

Mogotes also holds the Beskauga copper-gold-silver project in Kazakhstan, with an option to acquire 100%. A historical 2022 NI 43-101 indicated resource of 111.2 Mt at 0.30% Cu, 0.49 g/t Au, 1.34 g/t Ag, and an inferred resource of 92.6 Mt at 0.24% Cu, 0.50 g/t Au, 1.14 g/t Ag. The company targets a preliminary economic assessment within 12 months and plans 50,000 metres of drilling.

In the United States, Mogotes holds the Copper Cliff gold-copper porphyry project in Montana under an option-to-JV agreement with Kennecott Exploration, a Rio Tinto subsidiary. Mogotes can earn up to 60% through staged expenditures of up to US$56 million. Stephen Nano, Director and Technical Adviser, has reviewed the technical disclosure for Filo Sur.