Mogotes Metals Announces US$15 Million Strategic Investment by Rio Tinto and Proposed Formation of Strategic & Technical Alliance

Mogotes Metals Inc. (MOG) has entered a binding term sheet with Rio Tinto Exploration Canada Inc. for a strategic investment and technical alliance. Under the agreement, Rio Tinto will subscribe for 30,387,857 units at C$0.70 per unit, generating gross proceeds of approximately US$15 million (C$21.27 million) and acquiring an initial ~5% interest in the company.

Each unit consists of one common share and one-half of a common share purchase warrant, resulting in the issuance of 15,193,929 whole warrants. These warrants are exercisable at C$1.00 per share for a period of 18 months from closing.

The transaction establishes a Strategic & Technical Alliance initially focused on the Filo Sur project. Rio Tinto gains exclusivity rights for 15 months, which are extendable by 6 months. The company also holds a match right on third-party proposals for Filo Sur, a top-up right to acquire up to 9.99% of common shares during the exclusivity period, and pre-emptive rights to maintain its ownership stake.

A joint technical committee will advise on exploration activities. Rio Tinto will apply proprietary geoscience tools, including geochemistry, geophysics, and targeting workflows, while both parties will work to expand the land position in the Vicuña district. Existing investors hold pre-emptive rights, and the company may issue up to an additional 17,000,000 units at the offering price to accommodate those rights.

Proceeds from the transaction will be used to advance work programs at Filo Sur. Closing is subject to TSXV approval and the execution of definitive agreements.

Mogotes Metals Inc. (MOG) announced a transformative strategic alliance with Rio Tinto, one of the world’s largest mining companies, which is making its first direct equity investment in the firm. The transaction values the stake at an 84% premium to Mogotes’ last traded price of C$0.38. This investment, coupled with access to Rio Tinto’s deep technical resources and proprietary exploration tools, underscores the strategic importance of the Filo Sur project and the broader Vicuña district.

The deal includes a US$15 million injection and potential warrant proceeds of approximately C$15.2 million if exercised, adding significant capital to the company. Rio Tinto holds a top-up right to 9.99% and pre-emptive rights, providing a pathway to increase its stake and potentially offer ongoing funding. The top-up price is set at the greater of the 20-day VWAP or a 20% premium to the last closing price, a structure designed to protect against cheap dilution.

The agreement also grants Mogotes access to Rio Tinto’s proprietary geoscience tools and a joint technical committee, which could accelerate drill targeting and resource expansion. While the 15-month exclusivity and match right limit Mogotes’ strategic flexibility, such terms are typical for a major’s entry into an early-stage exploration project. This marks Rio Tinto’s first direct equity stake in Mogotes, distinguishing it from the prior Copper Cliff option, which was a project-level earn-in rather than a corporate investment.

Mogotes Metals Inc. (TSXV: MOG) is a junior explorer focused on copper-gold-silver porphyry and epithermal systems. Its flagship project, Filo Sur, is located in the Vicuña district straddling the Argentina-Chile border, adjacent to the BHP/Lundin-owned Filo del Sol deposit.

The company has made multiple discoveries at Filo Sur, including the Cruz del Sur gold-copper-molybdenum porphyry system and the Albor high-grade copper-gold-silver-molybdenum breccia target. The latest drill results reported on July 9, 2026, indicated 180 m @ 0.98% CuEq, expanding the Albor discovery.

Mogotes also holds an option to acquire 100% of the Beskauga copper-gold-silver porphyry project in Kazakhstan, which has a historical resource of 111.2 Mt Indicated and 92.6 Mt Inferred. Additionally, the company has an option-to-joint-venture agreement with Kennecott (Rio Tinto) on the Copper Cliff copper-gold porphyry project in Montana, USA. The company is in the exploration stage; no mineral resources or economic studies have been published for Filo Sur, and it currently generates no revenue.