Cerro de Pasco Resources amends LIFE offering

Mr. Guy Goulet reports CERRO DE PASCO RESOURCES ANNOUNCES AMENDMENT TO LIFE OFFERING DOCUMENT Cerro de Pasco Resources Inc. has filed an amended and restated offering document dated Oct. 28, 2025, in connection with its previously announced brokered commercially reasonable efforts private placement led by SCP Resource Finance LP, together with Raymond James Ltd., as co-lead agents and joint bookrunners, on behalf of themselves and a syndicate of agents (hereinafter referred to collectively as the agents). Pursuant to the amended and restated offering document, the corporation offers, in each of the provinces of Canada, 31.25 million units of the corporation at a price of 48 cents per unit for gross proceeds of $15-million pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as modified by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. In conjunction with the aforesaid, the corporation offers a maximum of 14,583,333 units at the offering price by way of a concurrent non-brokered private placement to certain purchasers: (i) pursuant to applicable exemptions under NI 45-106; (ii) purchasers resident in the United States pursuant to one or more available exemptions from the registration requirements of the U.S. Securities Act; and (iii) purchasers outside of Canada and the United States on a basis which does not require the qualification or registration of any of the corporation's securities and the corporation to be subject to any continuing disclosure requirements, under domestic or foreign securities laws, for additional gross proceeds to the corporation of up to $7-million. Each unit will consist of: (i) one common share in the capital of the corporation; and (ii) one-half of one common share purchase warrant. Each warrant will entitle its holder to acquire one additional common share at a price of 68 cents for a period of 24 months following the closing date (as defined herein), subject to a restriction on exercise expiring 61 days from the closing date. The corporation intends to use the net proceeds from the offering to advance technical, environmental and engineering work required for the feasibility stage of the Quiulacocha tailings project, in addition to general corporate purposes. The securities issuable from the sale of units pursuant to the LIFE offering are expected to be immediately freely tradable and will not be subject to a hold period under applicable Canadian securities laws. The amended and restated offering document related to the LIFE offering can be accessed under the corporation's profile on SEDAR+ and on the corporation's website. Prospective investors should read the amended and restated offering document before making an investment decision. The securities issued under the concurrent private placement will be subject to a statutory hold period to the extent required by applicable securities law. Closing of the LIFE offering is not conditional upon closing of the concurrent private placement. The LIFE offering and concurrent private placement are expected to close concurrently on Nov. 6, 2025. Closing is subject to certain conditions, including receipt of all necessary approvals. In consideration for their services, the agents will receive an aggregate cash fee equal to 6.0 per cent of the gross proceeds of the LIFE offering. In addition, the agents shall be issued broker warrants equal to 6.0 per cent of the total number of units sold pursuant to the LIFE offering, with each broker warrant to be exercised into one unit at the issue price for a period of two years from the closing date. About Cerro de Pasco Resources Inc. Cerro de Pasco Resources is focused on the development of its principal 100-per-cent-owned asset, the El Metalurgista mining concession, comprising silver-rich mineral tailings and stockpiles extracted over a century of operation from the Cerro de Pasco open-pit mine in central Peru. The company's approach at El Metalurgista entails the reprocessing and environmental remediation of mining waste and the creation of numerous opportunities in a circular economy. The asset is one of the world's largest above-ground resources. We seek Safe Harbor.