Pasinex moves toward full Sarikaya project ownership

Executive Summary

• Pasinex Resources Ltd. has signed an addendum to its option and share purchase agreement to secure 100% ownership of the Sarikaya zinc project in Turkey through its subsidiary, Pasinex Arama.
• The transaction involves the transfer of shares in Aydin Teknik Madencilik ve Insaat Sanayi ve Ticaret A.S., the holder of the Sarikaya operating license, subject to regulatory approval from Turkey's General Directorate of Mining and Petroleum Affairs (MAPEG).
• The agreement outlines a payment structure totaling $2.25 million, with a $250,000 payment due by September 30, 2025, triggering the share transfer, and the remaining balance paid in staged installments through June 30, 2027.

Key Details

• Transaction Structure: An addendum to the option and share purchase agreement dated October 18, 2024, advancing Pasinex Arama toward full ownership of Aydin Teknik Madencilik ve Insaat Sanayi ve Ticaret A.S.
• Total Consideration: $2.25 million (U.S.) remains payable by Pasinex Arama.
• Payment Schedule:
  • $250,000 (U.S.) payment due by September 30, 2025.
  • This initial payment triggers the transfer of 100% of the shares of Aydin Teknik, contingent upon MAPEG approval.
  • A pledge of $2 million (U.S.) will be placed over the shares.
  • The balance of the consideration will be paid in staged installments through June 30, 2027.
• Regulatory Conditions: Share transfer is subject to approval by Turkey's General Directorate of Mining and Petroleum Affairs (MAPEG) and customary corporate registration steps.
• Operational Plans (Post-Transfer):
  • Adit Extension: Plans to extend the existing adit to access a newly identified high-grade zinc zone grading approximately 30% to 50% zinc.
  • Timeline: Adit work to begin in Q4 2025; mining operations to commence in Q1 to Q2 2026.
  • Execution: Work to be undertaken by the mining management team from Horzum (wholly owned by Pasinex).
  • Exploration: Initiation of systematic mapping, sampling, and geophysical surveys of high-grade zinc outcrops and geological structures to define drill targets and identify prospective locations for additional adits.
  • Partners: Exploration program managed by Pasinex Arama and Thalex Geological Services.
• Project Location: Sarikaya project is located in Kayseri province, Turkey, approximately 300 km from the port of Mersin and Adana, and a two-hour drive from the existing Pinargozu mine.
• Geological Context: The project is a carbonate-hosted zinc system with fault-controlled mineralization occurring in karstic open-space fillings. It features iron cap, barite, lead, and zinc mineralization outcrops along a one-kilometer-long fault.

Notable Quotes

• Aydin Sen, General Manager and Exploration Manager: "Sarikaya hosts high-grade, carbonate-hosted zinc mineralization with strong potential for direct shipping to refineries requiring little processing... These features indicate significant discovery potential. In addition, certain areas within the existing adit have already exposed high-grade zinc that is accessible for the production of direct shipping material."
• Dr. Larry Seeley, Executive Chairman: "The signing of this addendum marks an exciting major step forward for Pasinex in securing and advancing Sarikaya. This project is highly complementary to our operations at Pinargozu and aligns perfectly with our strategy of building a portfolio of exceptional high-grade zinc deposits in Turkey... We see Sarikaya as a cornerstone project with the potential to generate significant long-term value for our shareholders."