Mogotes Metals firms up Beskauga project option

Executive Summary

• Mogotes Metals Inc. has entered into a definitive option agreement to acquire a 100% interest in the Beskauga copper-gold-silver porphyry project in Kazakhstan from Copperbelt AG.
• The transaction involves a total consideration of $24.7 million (US), structured as deferred payments over three years (2027–2029), with a significant portion payable in Mogotes common shares.
• The project hosts a robust 2022 NI 43-101 mineral resource estimate of 203.8 million tonnes containing 1.8 million ounces of gold and 333,600 tonnes of copper, with post-resource drilling confirming significant expansion potential beyond the current resource boundary.

Key Details

• Transaction Structure: Mogotes Metals (via subsidiary Mogotes Metals Kazakhstan Inc.) holds the sole and exclusive option to acquire 100% of Dostyk LLP, which holds the Beskauga exploration licence.
• Total Consideration: $24.7 million (US), comprising $17.2 million in cash and up to $7.5 million in common shares (at Mogotes' election).
• Payment Schedule:
  • $2.3 million (US) within two business days of execution ($1.3M cash, $1M cash/shares).
  • $1 million (US) on Jan. 1, 2027 ($500k cash, $500k cash/shares).
  • $1 million (US) on Jan. 1, 2028 ($500k cash, $500k cash/shares).
  • $1 million (US) on Jan. 1, 2029 ($500k cash, $500k cash/shares).
  • $19.2 million (US) on or before Feb. 8, 2029 ($14.2M cash, $5M cash/shares).
• Share Pricing Mechanism: Shares issued for eligible amounts are priced at the greater of: (i) the 20-day VWAP ending on the last trading day prior to the election notice; or (ii) the market price on the execution date, subject to a discounted market price of 48 Canadian cents per share and TSX Venture Exchange approval.
• Minimum Expenditure: The optionee must incur or finance minimum exploration expenditures totaling $860,000 (US) over the option period.
• Mining Licence: The optionee is required to prepare a mining licence application for submission by Jan. 1, 2027.
• Discretionary Nature: All option payments and expenditure commitments are at the sole discretion of the optionee, which may accelerate payments at any time without penalty.
• Mineral Resource Estimate (2022 NI 43-101):
  • Indicated: 111.2 million tonnes at 0.30% Cu, 0.49 g/t Au, and 1.34 g/t Ag (333,600 tonnes Cu, 1.8 million oz Au, 4.8 million oz Ag).
  • Inferred: 92.6 million tonnes at 0.24% Cu, 0.50 g/t Au, and 1.14 g/t Ag (222,200 tonnes Cu, 1.5 million oz Au, 3.4 million oz Ag).
  • Cut-off: Gross Metal Value (GMV) of $20 (US) per tonne.
• Key Drill Intercepts (Within MRE):
  • BG21001: 957.0 m at 0.58 g/t Au, 0.34% Cu, 1.92 g/t Ag from 44 m (including 203.0 m at 1.12 g/t Au, 0.67% Cu, 3.70 g/t Ag from 48 m).
  • BG-033: 751.5 m at 0.56 g/t Au, 0.25% Cu, 1.86 g/t Ag from 48.5 m.
  • BG-064: 616.2 m at 0.46 g/t Au, 0.23% Cu, 1.14 g/t Ag from 47.7 m.
• Post-Resource Drilling Highlights (Expansion Potential):
  • Total post-MRE drilling: 18,657 metres in 28 holes.
  • BG21007: 1,124.1 m at 0.40 g/t Au, 0.25% Cu, 1.69 g/t Ag from 46 m (including 107.0 m at 0.68 g/t Au, 0.52% Cu, 3.86 g/t Ag from 50 m).
  • BG22015: 955.0 m at 0.29 g/t Au, 0.12% Cu, 0.97 g/t Ag from 45 m (including 17.0 m at 1.05 g/t Au, 0.37% Cu, 1.70 g/t Ag from 337 m).
• Project Characteristics:
  • Located in Pavlodar province, Kazakhstan.
  • Higher-grade core starts at ~40m below surface, amenable to open-pit mining.
  • District-scale exploration upside with multiple untested porphyry-style magnetic targets.
  • Favorable jurisdictional environment with new tax code (effective Jan 2026) offering 100% capital deductions for exploration and 0% mineral extraction tax for five years on new sites.
  • Drilling cost expected at ~$100 (US) per metre.

Notable Quotes

• Allen Sabet, CEO: "The Beskauga project acquisition marks a transformational step for Mogotes Metals. We have secured the right to earn a 100-per-cent interest in a resource-stage copper-gold-silver project that combines scale, grade, near-surface mineralization and district-scale exploration upside -- all in a jurisdiction that is increasingly recognized as one of the most attractive in the world for responsible mineral exploration and development."
• Allen Sabet, CEO: "With over 200 million tonnes already delineated and a higher-grade core starting at just 40 metres below surface, Beskauga project offers a compelling foundation for value creation. The deposit remains open at depth and along strike, with postresource drilling confirming that the system extends well beyond the current resource boundary."