Mogotes arranges $19M placement, adds Daniele to board

Mr. Allen Sabet reports MOGOTES LAUNCHES C$19M PRIVATE PLACEMENT AND WELCOMES CD CAPITAL Mogotes Metals Inc. has arranged a non-brokered private placement through the issuance of 71,698,113 units at a price of 26.5 cents per unit for aggregate gross proceeds of up to $19-million. Each unit shall be composed of one common share and one-half of one common share purchase warrant. Each warrant shall entitle the holder thereof to acquire one common share at a price of 53 cents per common share for a period of three years from the closing of the offering. The gross proceeds from the sale of the units will be used for general corporate and working capital purposes. The company welcomes the participation of CD Capital Fund IV LP, which has subscribed for $15-million of the offering, resulting in CD Capital becoming a significant shareholder on completion of the offering. In connection with the strategic investment, Carmel Daniele will join the board of directors of the company. Founder and chief executive officer of CD Capital, Carmel Daniele, an investor with a strong record in the mineral industry, has launched four private equity funds, raising over $1-billion (U.S.) in long-term patient capital, predominantly from leading North American institutional investors, including endowments and foundations, family offices, and pension funds. CD Capital develops projects globally in minerals critical to the data revolution, the greening of the planet and fertilizers essential to feeding the world's population. CD Capital has a unique focus on partnering up with management teams that have a strong record in developing projects globally, including: Peru, Argentina, Chile, Canada, Finland, Greenland and Australia. Ms. Daniele and the CD Capital team identified the potential in the Filo del Sol project early and prior to its high-grade Aurora zone discovery (FSDH041 returned 858 metres at 0.86 per cent copper; 0.70 gram per tonne gold; 48.1 g/t silver from 188-metre depth). CD Capital took a strategic stake in Filo Corp. back in 2020, enabling an expansion program of drilling to define deeper sulphide mineralization. The Filo del Sol project, which is the neighbour of the Mogotes Filo Sur project, has since gone on to significant exploration success as the world's largest greenfield copper discovery of the past three decades. Carmel Daniele, who will be joining the board of directors of Mogotes in connection with this investment, previously served on the board of directors of Filo (acquired by BHP and Lundin Mining for a valuation of $4.5-billion), and currently serves on the board of Lundin Gold (market capitalization over $27-billion at time of press release). Mogotes looks forward to working closely with he and the CD Capital team, leveraging the combination of long-term patient institutional capital and sector expertise, to unlock value from the Filo Sur project. In connection with the strategic investment, the company has entered into an investor rights agreement with CD Capital. Under the terms of the investor rights agreement, CD Capital has been granted: (i) a pre-emptive right to participate in any equity financing on the same terms as other investors to preserve its existing ownership stake while it holds 5 per cent or more of issued shares of the company; (ii) a top-up right to purchase additional shares whenever conversions or property-related share issuances dilute its stake by 2 per cent or more; (iii) an additional subscription option, exercisable at any time within five years, to increase its holdings to up to 19.9 per cent of the issued and outstanding shares of the company; and (iv) the continuing ability to nominate one director to the board of directors of the company, for so long as it holds 5 per cent or more of issued shares of the company. All securities issued pursuant to the offering in Canada and the United States will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Subject to compliance with applicable regulatory requirements, all securities to be issued pursuant to the offering in jurisdictions outside of Canada and the United States pursuant to Ontario Securities Commission Rule 72-503 (Distributions Outside Canada) will not be subject to any statutory hold period under applicable Canadian securities laws. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. Qualified person The scientific and technical disclosure for the Filo Sur project included in this news release have been reviewed and approved by Stephen Nano, who is the qualified person as defined by National Instrument 43-101. Mr. Nano is a director and technical adviser of the company. Note that the qualified person has not verified the information regarding adjacent properties such as Filo del Sol and that the information regarding the mineralization of the Filo del Sol project is not necessarily indicative of the mineralization on the Filo Sur project. About Mogotes Metals Inc. Mogotes Metals is a mineral exploration company exploring for copper and gold in the prospective Vicuna district of Argentina and Chile. Mogotes flagship project, Filo Sur, adjoins the large Filo del Sol copper-gold-silver discovery, and is along the same north-south-trending belt as the Filo Del Sol Aurora and NGEx Minerals Lunahuasi and Los Helados copper-gold deposits. The company cautions investors that mineralization hosted on nearby or adjacent properties is not necessarily indicative of mineralization hosted on Filo Sur. We seek Safe Harbor.