Bolt Metals Announces Closing of Option to Acquire the High-Grade Floralia Iron Project

Executive Summary

• Bolt Metals Corp. has closed the definitive option agreement and debt settlement agreement to acquire 100% of the Florália High Purity Iron Property in Minas Gerais, Brazil, from Max Iron Brazil Ltd.
• The transaction includes the issuance of 26.8 million common shares over a 30-month period to exercise the option, plus 4 million shares and 2 million pre-funded warrants to settle historical exploration and development debts.
• The company outlined the project's strategic location, favorable metallurgy, and a 50-70 million tonne oxide exploration target, while announcing plans for a maiden drilling program, a maiden resource estimate later in 2026, and a production decision targeted for 2027.

Key Details

• Transaction Closing: Closed option agreement and debt settlement agreement with Max Iron Brazil Ltd. (controlled by Max Resource Corp.) for 100% of the Florália High Purity Iron Property (title no. 832.022/2018) in Minas Gerais, Brazil.
• Option Exercise Structure: Bolt may acquire 100% interest by issuing 26,800,000 common shares to Max Iron over 30 months: 6,700,000 shares within 12 months, followed by 6,700,000 shares at the 18, 24, and 30-month anniversaries.
• Ownership Threshold & CSE Compliance: Post-issuance shares must represent no less than 25% of Bolt's outstanding shares (if less, Bolt will issue additional shares to reach 25%). The aggregate shares issuable under the option are capped at 19.9% of outstanding shares unless shareholder approval is obtained per CSE policies.
• Director Nomination (Option): Upon option exercise, Max Iron is entitled to nominate one director to Bolt's board, subject to CSE and applicable securities laws.
• Acceleration & Change of Control: Bolt may accelerate option exercise at any time. In the event of a change of control, property encumbrance, or decision to mine, all remaining option conditions must be satisfied within five business days.
• Debt Settlement Terms: Bolt issued 4,000,000 common shares and 2,000,000 pre-funded warrants to Max to settle historical establishment, exploration, and development costs related to the property.
• Warrant Specifications: Each pre-funded warrant is exercisable into one share at $0.001/share for a 24-month period. All securities carry a 24-month resale restriction and a 4-month-and-1-day statutory hold period.
• Director Nomination & Participation Rights (Debt): If Max and affiliates own ≥5.0% of Bolt's shares, Max retains the right to nominate one director and holds a participation right to maintain its ownership percentage in future equity issuances.
• Project Location & Logistics: Located 67 km east of Belo Horizonte in Minas Gerais. Adjacent to established infrastructure, rail networks, and major steel markets including Vale, ArcelorMittal, and Avante.
• Exploration Target: Initial oxide target estimated at 50 to 70 million tonnes grading 55% to 61% Fe (prepared under 2012 JORC Code; not yet NI 43-101 compliant).
• Metallurgical Results: Low-cost dry magnetic testing yielded 59% to 69% Fe with mass recoveries ranging from 58% to 79%.
• Permitting & Environmental Profile: Project does not require a tailings dam or water permits, enabling fast-tracked permitting, reduced capital expenditure, and a lower environmental footprint.
• Technical Team & Management: Project supported by Brett Matich (proven DSO executive, Koolan Island development), Dr. Chris Grainger (20+ years international exploration geologist), and Dr. Henrique de Sales (former VALE iron ore geologist with local Brazilian mining expertise).
• Forward Work Plan: Maiden drilling program to commence shortly to delineate high-grade, shallow mineralization. Maiden resource estimate targeted for later in 2026, with a production decision targeted for 2027.
• Regulatory & Compliance: Technical content reviewed and approved by Mr. Deepak Varshney, P.Geo. (NI 43-101 Qualified Person). No finder's fees were payable in connection with the agreements.

Notable Quotes

• "Today's announcement marks a significant step forward and keeps the Company firmly on track to achieve its key development milestones-including a maiden resource estimate later this year and a production decision in 2027. We are also excited to commence the drilling program shortly, which will further delineate the high-grade, shallow mineralization at Florália. This next phase of work is critical to de-risking the project and unlocking its substantial potential as a low-capex, low-opex iron ore producer." — Zachary Kotowych, CEO, Bolt Metals Corp.