The TSX Venture Exchange has accepted for filing documentation pertaining to a share purchase agreement dated Jan. 6, 2026, between the company and Robert Sedgemore, whereby the company will acquire all issued and outstanding shares of Sol de Oro Mining Ltd. The target indirectly owns a 100-per-cent interest in the Andacollo Oro mining project, located in the Coquimbo region, Chile, through its subsidiaries, Compania Minera OXI SpA (OXI) and Compania Minera e Inmobiliaria Dragones SpA (Dragones).

The total consideration for the acquisition is $32.5-million (U.S.), payable in cash, which includes $27.5-million (U.S.) payable by the company to the Dragones shareholders, the Sol payment (as defined below), the assumption of the streaming agreements (as defined below) for $500,000 (U.S.) million and the assumption of $3.0-million (U.S.) of debt under the promissory note (as defined below), and issuance of 91,313,890 common shares in the capital of the company to one of Dragones's shareholders.

The cash payments will occur through structured staged cash payments by Dec. 31, 2029, in order to align with development planning and capital discipline, and are broken down as follows:

• On Jan. 6, 2026, $3.5-million (U.S.) was paid by OXI to former Dragones shareholders, which was financed by the streaming agreements for $500,000 (U.S.) and a promissory note from Ocean Partners U.K. Ltd. for $3.0-million (U.S.) (such streaming agreements and promissory note have been assumed by the company as of the closing of the transaction).
• On closing, $1.5-million (U.S.) was paid to the vendor (the Sol payment).
• On Dec. 31, 2026, $3.5-million (U.S.) is payable to the Dragones shareholders.
• On Dec. 31, 2027, $4.0-million (U.S.) is payable to the Dragones shareholders.
• On Dec. 31, 2028, $6.0-million (U.S.) is payable to the Dragones shareholders.
• On Dec. 31, 2029, $14.0-million (U.S.) is payable to the Dragones shareholders.

The project is subject to two silver stream agreements, requiring delivery of 33.4 per cent and 66.6 per cent of each payable ounce of silver produced at the project to K2 Resources Inc. and ExGen Resources Inc., respectively, until the payment of 333,334 ounces of silver to K2 and 666,667 ounces of silver to ExGen is complete. Following this threshold, 16.7 per cent and 33.3 per cent of each ounce of payable silver produced at the project will be delivered to K2 and ExGen, respectively. The streaming agreements also include minimum quarterly delivery thresholds (8,400 ounces for ExGen and 4,200 ounces for K2), pursuant to which any silver delivery shortfall must be satisfied through the delivery of gold based on prevailing market prices. In addition, any payment amounts not made when due under the streaming agreements bear interest at a rate equal to prime plus 3 per cent per annum until paid.

For further details, please refer to the company's news releases dated Jan. 6, 2026, March 31, 2026, May 4, 2026, May 22, 2026, June 15, 2026, and June 23, 2026.