Panoro amends Antilla project transaction

Executive Summary

• Panoro Minerals Ltd. has entered into amending agreements regarding its Antilla Project transaction, specifically modifying the option agreement with TABB Partners LLC and the share purchase agreement (SPA) with Calisto Cobre Inc.
• The amendments grant TABB Partners a sole and exclusive option to acquire an additional 50% interest in the net smelter return (NSR) royalty, potentially allowing them to acquire up to 100% of the royalty (totaling a 2% NSR). This first option must be exercised within 30 days of the amending agreement or it expires.
• The payment schedule for the SPA has been updated: the third payment of $7 million ($5.2 million USD) is now payable by Calisto on or before June 15, 2026, in exchange for an additional 15% of Antilla's shares. Contingent payments will be made in cash semi-annually after commercial production begins.

Key Details

• Option Agreement Amendment (TABB Partners):
  • Granted optionee (TABB Partners) sole and exclusive option to acquire an additional 50% undivided interest in the net smelter return royalty on the Antilla project.
  • Optionee may acquire up to 100% interest in the royalty (aggregate 2% NSR).
  • First option (50% of royalty) must be exercised within 30 days of the amending agreement date; otherwise, it expires, and the second option (additional 50%) cannot be exercised.
• Share Purchase Agreement Amendment (Calisto Cobre Inc.):
  • Third payment of $7 million ($5.2 million USD) is payable by Calisto on or before June 15, 2026.
  • Payment is in exchange for an additional 15% of the issued and outstanding shares of Antilla Copper.
  • Contingent payments structure: Paid in cash on a semi-annual basis after the commencement of commercial production from available cash.
• Background Context:
  • Original option agreement dated March 4, 2024, as amended March 18, 2024.
  • Original SPA dated October 21, 2021, as amended June 9, 2023.
  • Transaction involves the sale of 90% of Antilla Copper shares (former wholly-owned subsidiary) to Calisto in December 2021.

Notable Quotes

• None provided in the text.