Fuerte Metals closes acquisition of Coffee project

Mr. Tim Warman reports FUERTE COMPLETES ACQUISITION OF COFFEE PROJECT Fuerte Metals Corp. has closed the acquisition of Goldcorp Kaminak Ltd., the owner of the Coffee gold project in Canada's Yukon Territory, from Newmont Corp. The acquisition of Kaminak was previously announced on Sept. 15, 2025. Pursuant to the transaction, the company paid approximately $10-million (U.S.) in cash and issued $40-million (U.S.) in common and preferred shares (22,729,126 common shares and 10,842,989 preferred shares of Fuerte at a deemed price of $1.65 per share) to an affiliate of Newmont as part of the consideration. As the remaining consideration for the transaction, the company assumed an intercompany note payable to Kaminak in the amount of $65-million (U.S.), in connection with the grant to Newmont of a 3-per-cent net smelter return (NSR) royalty on Coffee. The company may repurchase the NSR from Newmont for $100-million (U.S.) at any time up to one year following the announcement of commercial production. Following the close of the transaction, Newmont will indirectly own 26 per cent of the outstanding common shares of the company on a partially diluted basis (assuming the conversion of the preferred shares into common shares). Tim Warman, president and chief executive officer of Fuerte, commented: "We are very pleased to finalize the acquisition of Coffee. Like our partners at Newmont, we welcome the opportunity to create value for communities and shareholders alike. Since announcement of the deal, we have been actively engaging with our first nations partners and the Yukon government as we seek to maintain and strengthen the relationships needed to advance our short- and long-term project plans. We anticipate providing a market update later this quarter to outline our plans, including a PEA in the first half of 2026 as well as exploration plans and project works in Q2/Q3 2026. Finally, I would like to thank Agnico Eagle, Pierre Lassonde and Trinity Capital for their continued financial and strategic support. Our ownership structure is consistent with the interests of management and the board, which collectively own approximately 5 per cent of the company following the close of the transaction." To finance the cash component of the transaction and to advance exploration and development activities at Coffee, the company completed an offering of 34,848,485 subscription receipts of its subsidiary, 1555489 B.C. Ltd., at a price of $1.65 per subscription receipt for gross proceeds of approximately $57.5-million on Oct. 9, 2025. Further particulars relating to the offering are set forth in the company's press release dated Oct. 9, 2025. With the closing of the transaction and the satisfaction of certain other closing conditions, each subscription receipt automatically converted into one unit of the company. Each unit comprises one common share of Fuerte and one common share purchase warrant of Fuerte, with each warrant entitling the holder to acquire one common share of Fuerte at a price of $2.50 for a period of five years from the closing date of the offering. Following the close of the offering and the transaction, the company has 120,915,268 common shares and 10,842,989 preferred shares issued and outstanding. The preferred shares are non-voting, but economically equivalent to the company's common shares. The preferred shares are expected to automatically convert into common shares on a one for one basis on Feb. 14, 2026. Currently, the company has a total cash balance of approximately $43-million which will be used to advance Coffee and complete the permitting process in preparation for a construction decision. The company will be strengthening its management team and board to manage and lead this transition to a gold producer. The company also entered into an investor rights agreement granting Newmont, as a shareholder of the company, among other things, the right to participate in certain securities offerings to maintain its pro rata ownership, the right to acquire additional securities to maintain its pro rata ownership in the event it is diluted by securities offerings that do not trigger its participation right, the right to nominate one director to the company's board of directors and certain information rights, and piggy back and demand registration rights. In addition, the company issued two million units at a deemed price of $1.65 per unit, each unit comprising one common share and one common share purchase warrant of the company, to Trinity Advisors Corp. in consideration for its services as the company's financial adviser in connection with the transaction. The warrants are exercisable at a price of $2.50 per share for a period of five years from the closing date of the transaction. Details of the Coffee gold project can be found in the company's press release of Sept. 15, 2025, and in the technical report titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate Update on the Coffee Gold Project, Yukon, Canada," with an effective date of Aug. 21, 2025, and prepared by Alan J. San Martin, PEng, and Charley Murahwi, PGeo, from Micon International Ltd. The Coffee technical report is available on the company's website and on SEDAR+. About Fuerte Metals Corp. Fuerte Metals is a Vancouver-based exploration and development company focused on advancing high-potential base and precious metals projects across the Americas. The company's flagship asset is the 100-per-cent-owned Coffee project in the Yukon, Canada -- a high-quality gold project advancing through the final stages of permitting, engineering and resource expansion drilling in preparation for a construction decision. In addition to Coffee, Fuerte holds a portfolio of copper and gold assets, including the Placeton-Caballo Muerto project in Chile and the Cristina and Yecora projects in Mexico, offering additional growth and exploration upside. At Fuerte, the company is committed to building value through disciplined project development, responsible stewardship of the land and a focus on creating long-term returns for shareholders. We seek Safe Harbor.