Oreterra receives conditional OK for royalty option

• Event: Oreterra Metals Corp. received conditional approval from the TSX Venture Exchange (TSX-V) to file documentation regarding an amending agreement with Enduro Metals Corp.
• Transaction: The agreement allows Enduro to acquire up to 50% of the Net Smelter Return (NSR) royalty on Oreterra's Newmont Lake project in exchange for shares, cash payments, and milestone-based consideration totaling over $14 million potential value.
• Consideration Structure:
  • Upfront: 3.9 million Enduro common shares + $550,000 aggregate cash payments (including $175,000 due within three months).
  • Milestones: Potential for up to $21.5 million total consideration including resource estimate delivery ($500k), feasibility study completion ($3.5M), permitting decision ($10M), and extraction commencement ($8M buyback).
• Retained Interest: Oreterra retains a 1.0% NSR royalty on the property upon exercise of the option (reduced from existing 2%).
• Status: Closing remains subject to final TSX-V approval. This follows an initial agreement announcement dated April 27, 2026.

• Incremental Nature: The terms of this transaction were fully disclosed in the April 27, 2026 news release (NewsId 1114788). The May 29, 2026 update confirms regulatory progress toward closing but introduces no new financial terms or strategic shifts.
• Liquidity Impact: The deal provides immediate consideration valued at approximately $1.2 million (shares + cash) and potential future milestone payments. For a company with a market capitalization of ~$18.4 million, this represents roughly 6-7% of equity value in immediate terms plus significant upside if milestones are hit.
• Dilution Risk: The upfront consideration includes the issuance of Enduro shares to Oreterra (not dilutive to Oreterra shareholders) and potential share issuance by Enduro for milestone payments. However, the reduction of the retained royalty from 2% to 1% limits long-term exposure on Newmont Lake if it becomes a producing mine.
• Strategic Alignment: This monetization supports the company's fully funded status (following the $9.7M financing in March) and reduces reliance on further equity raises for working capital, aligning with risk-averse capital management principles.

• Company: Oreterra Metals Corp. (formerly Romios Gold Resources Inc.). Ticker: OTMC (TSX-V).
• Flagship Project: Trek South Porphyry Copper-Gold Prospect in British Columbia's Golden Triangle. Adjacent to the Galore Creek deposits.
• Development Status: Fully financed for maiden drilling program starting mid-July 2026. Two-phase program planned (approx. 10,000 metres total).
• Other Assets: Newmont Lake Royalty (BC), Kinkaid Project (Nevada - epithermal/potential porphyry), Scossa Mine Property (Nevada), Lundmark-Akow Lake (Ontario).