Wealth Minerals Enters into Letter Agreement to Acquire the Andacollo Oro Gold Project

Executive Summary

• Wealth Minerals entered a binding Letter Agreement to acquire a 100% royalty‑free interest in the historic Andacollo Oro Gold Project (AOG) in Chile, using a combination of share issuance and cash.
• The transaction is being funded through a non‑brokered private placement of 41,666,666 units at $0.12 per unit for minimum gross proceeds of $5 million, plus an anticipated share consolidation (up to 7‑for‑1).
• Deferred purchase payments total US$30 million over 48 months, with US$250,000 already paid; the acquisition also includes a US$350,000 cash exclusivity payment.

Key Details

• Target & Structure – Wealth will acquire 100% of an arm’s‑length Chilean company that holds the AOG Project via a share purchase; consideration: 12.5 million post‑consolidation common shares (subject to dilution adjustments).
• Cash Consideration – US$350,000 paid for a 30‑day exclusivity period; deferred cash payments of US$30 million (up to US$7 million may be paid in shares) over 48 months. Payments schedule:
• US$1.75 M at underlying closing,
• US$1.0 M by 30 Dec 2025,
• US$2.0 M within 12 months,
• US$4.0 M within 24 months,
• US$6.0 M within 36 months,
• US$15.0 M (up to US$7 M in cash or shares) by 48 months.
• Private Placement – Minimum 41,666,666 units @ $0.12/unit → at least $5 M gross proceeds. Each unit = 1 common share + ½ warrant; warrants allow purchase of one additional share at $0.18 for 24 months (accelerable if share price > $0.36 for ten consecutive days).
• Use of Proceeds – Fund acquisition, exploration and development of AOG (drilling, permitting, geotechnical work); ~US$1 M allocated to general working capital & transaction expenses.
• Share Consolidation – Planned 7‑for‑1 consolidation (post‑consolidation shares ≈ 51.8 M from current 362.4 M). Expected before completion of private placement and acquisition; issue price and warrant terms will be adjusted accordingly.
• AOG Project Highlights – Historical resources: 2.02 Moz Au Measured & Indicated (130 Mt @ 0.48 g/t); 5.06 Moz Au Inferred (358 Mt @ 0.45 g/t). Historic proven & probable reserve: 1.16 Moz Au (59.3 Mt @ 0.61 g/t, cutoff 0.20 g/t). Past production 1.12 Moz Au (1998‑2018), peak 135 k oz/yr, 20 kt/d throughput, open‑pit heap leach.
• Regulatory Conditions – Transaction subject to customary closing conditions, TSX Venture Exchange approvals, shareholder and board consents.
• Strategic Advisor – Chad Williams appointed as strategic advisor (Founder & Chairman, Red Cloud Mining Capital; former CEO of Victoria Gold).
• Qualified Person – Technical information reviewed by Sergio Alvarado, P.Geo., independent QP under NI 43‑101.

Notable Quotes

“The chance to acquire the AOG Project is an opportunity management believes is the right choice for shareholders… I look forward to continuing to advance Wealth's assets and this acquisition demonstrates Wealth's continued commitment to working in Chile.” – Henk van Alphen, CEO, Wealth Minerals Ltd.