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

Mogotes Metals Inc. (MOG) announced on August 27, 2026, the closing of a strategic investment by Rio Tinto Canada Inc. Rio Tinto subscribed for 30,387,857 units at C$0.70 per unit, generating gross proceeds to Mogotes of approximately US$15 million, equivalent to C$21,271,500. Each unit consists of one common share and one-half of one common share purchase warrant, resulting in a total of 15,193,928 whole warrants issued to Rio Tinto. These warrants carry an exercise price of C$1.00 per share and have a term of 18 months from closing. The transaction grants Rio Tinto an initial stake of approximately 5% of Mogotes.

Under the terms of a strategic and technical alliance, the initial focus will be the Filo Sur project in the Vicuña district of Argentina and Chile. A joint technical committee will advise on Filo Sur exploration, with Rio Tinto supplying proprietary geoscience tools including geochemistry, geophysics, and targeting workflows. The parties plan to jointly expand the consolidated land position in the Vicuña district and intend to explore extending the alliance to additional belts, including Kazakhstan. Definitive agreements signed include a subscription agreement, an investor rights agreement, and an exclusivity agreement.

Rio Tinto was granted a 15-month exclusivity period on Filo Sur, which is extendable by mutual agreement for up to six additional months. During this period, Rio Tinto holds the right to match third-party proposals involving Filo Sur or the subsidiaries holding Filo Sur. It also possesses a top-up right to acquire up to 9.99% of common shares, subject to partial dilution. The top-up exercise price is defined as the greater of the 20-day VWAP or a 20% premium to the last closing price before exercise, subject to TSXV approval. The company also granted customary pre-emptive rights and standstill restrictions.

Concurrently, existing investors with pre-emptive rights exercised them, leading to an additional issuance of 7,970,945 units at C$0.70 per unit. This additional issuance generated gross proceeds of C$5,579,661.50, which will be used for advance work programs at Filo Sur. All necessary regulatory approvals have been received, including conditional TSXV approval. Securities subject to the transaction are subject to a statutory hold period of four months and one day from closing. This release confirms and closes the transaction first announced on July 13, 2026, and updated on August 12, 2026, for the CD Capital rights exercise.

Mogotes Metals Inc. (MOG) has completed the closing of a previously announced financing and strategic alliance, a development that follows the market-moving disclosure made on July 13, 2026. The stock repriced immediately following that initial announcement, trading at $0.38 on July 9, 2026, and closing at $0.53 the day after the July 13 release. By the close of trading on August 27, 2026, the price stood at $0.55, unchanged from the prior day, consistent with a fully expected closing.

The August 27 release marks the execution of definitive long-form agreements, replacing the earlier binding term sheet. The company finalized a concurrent pre-emptive rights exercise of 7,970,945 units, which is smaller than the maximum of 17,000,000 additional units contemplated in the July 13 disclosure. The release also confirmed the alliance language, including the intent to explore an extension to Kazakhstan.

This update does not contain new revenue, earnings, resource, or exploration results; it is strictly a financing and strategic alliance update. Financial context from prior-period filings indicates that as of May 31, 2026, the company reported cash of $43,755,137 and working capital of $41,273,183. The Rio Tinto placement adds approximately C$21.3 million gross, and the concurrent pre-emptive exercise adds approximately C$5.6 million gross, bringing pro forma cash to approximately C$70.6 million before fees, taxes, or other cash movements since May 31. The company had total debt of $0 and total liabilities of only $3,950,255 as of May 31, 2026.

The Rio Tinto subscription price of C$0.70 is above the August 27 market close of $0.55, meaning Rio Tinto is paying a premium to the market. The C$1.00 warrant exercise price is also above the current market price, leaving the warrants currently out of the money. The stock spiked to $0.67 on June 16, 2026, then pulled back before the Rio Tinto announcement; since the announcement, it has consolidated between roughly $0.49 and $0.65.

Mogotes Metals Inc. (TSXV: MOG, Frankfurt: MOG, OTCQB: MOGFF) is a pre-revenue junior exploration company with secondary listings on the Frankfurt Stock Exchange and the OTCQB marketplace. Its flagship asset is the Filo Sur project, located in the Vicuña district and straddling the border between Argentina and Chile. The project directly adjoins the BHP/Lundin Filo del Sol copper-gold-silver deposit. Exploration targets at Filo Sur include porphyry copper systems and high-sulphidation epithermal gold-silver systems.

During the 2025–2026 drill season, the company announced two discoveries. The first, Cruz del Sur, consists of a near-surface gold-zinc breccia and an underlying gold-copper-molybdenum porphyry. The second, Albor, is a copper-gold-silver-molybdenum discovery that reported an intercept of 180.0 m at 0.98% CuEq from 108.0 m. Mogotes currently does not have any mineral resource or reserve estimates.

The company also holds interests in other projects. The Beskauga copper-gold-silver porphyry project in Kazakhstan is subject to an option to acquire 100% through a subsidiary, with total consideration of up to US$24.7 million over 2027–2029. The Copper Cliff gold-copper porphyry project in Montana, USA, is under an option-to-joint-venture with Kennecott Exploration, a Rio Tinto subsidiary. Mogotes can earn up to 60% by spending up to US$56 million. Additionally, the company holds mining concessions known as La Perla Uno a Diez in the Atacama region of Chile under an option with Ingenieria e Inversiones Cerro Dorado Ltda.

An investor presentation dated February 28, 2025, described Filo Sur as early-stage with no drilling yet completed; this description is superseded by the later drill results announced during the 2025–2026 season.