Mirasol Signs LOI for the Sale of the Rubi Copper Project for US$4 Million Plus 2% NSR Royalty

Executive Summary

• Mirasor Resources Ltd. signed a binding LOI granting San Lorenzo Gold Corp. an exclusive option to acquire the 100% owned Rubi Copper Project for a total consideration of US$4 million, plus royalty arrangements.
• The transaction is structured in three staged options (70%, 85%, and 100%) with detailed cash payments, exploration expenditure commitments, and NSR royalty buy‑back provisions.
• Upon exercise of the final option, San Lorenzo will own 100% of Rubi; Mirasor will retain a 2 % NSR royalty and may receive up to US$4 million in buy‑back payments for portions of that royalty.

Key Details

• Total Consideration: US$4.0 million payable in cash across three option stages.
• Option Structure:
• First Option – 70% ownership (US$1.6 M over 3 years):
  • US$50,000 on LOI signing
  • US$100,000 on definitive agreement signing
  • US$100,000 one year after definitive agreement
  • US$100,000 two years after definitive agreement
    – US$1.25 M three years after definitive agreement
• Exploration Expenditures (tied to First Option):
  • US$150,000 one year after definitive agreement
  • US$150,000 two years after definitive agreement
  • US$350,000 three years after definitive agreement
• Second Option – 85% ownership (US$1.75 M over 2 years):
  • US$500,000 four years after definitive agreement
  • US$1.25 M at 4.5 years after definitive agreement

• Third Option – 100% ownership (US$2.25 M over 2 years + 2 % NSR royalty):

  • US$500,000 five and a half years after definitive agreement
  • US$1.75 M six years after definitive agreement

• Royalty Arrangements:

• Upon completion of the First Option, San Lorenzo grants Mirasor a non‑buy‑back 0.5 % NSR royalty on three adjacent mineral claims.
• After exercising the Third Option, Mirasor retains a 2 % NSR royalty on the Rubi Project.

• San Lorenzo has the right to buy back the first 0.5 % of that royalty for US$2 M within twelve months of the Third Option exercise, and an additional 0.5 % for another US$2 M within twelve months after commercial production commences.

• Retention of Interest:

• Following the First and Second Options, Mirasor will maintain a carried 30 % (after First) or 15 % (after Second) interest until a mining decision is made.

• Project Description:

• Rubi Copper Project – ~2,000 ha porphyry copper target in northern Chile, situated at 1,900‑2,100 m elevation, ~20 km from existing El Salvador and Potrerillos mines, with port access via Chanaral (~80 km west).

• Timeline:

• Definitive option agreement to be finalized on or before 2026‑03‑31.

Notable Quotes

“The sale of our Rubi Copper Project reflects Mirasol’s strategy to monetize our highly prospective yet undervalued assets… The payments of US$4 million will strengthen our ability to fund ongoing exploration, while the remaining royalty provides our shareholders with continued exposure to future success at the Rubi Project.” – Tim Heenan, President, Mirasor Resources Ltd.