Montreal, Quebec--(Newsfile Corp. - September 9, 2026) - Quinto Resources Inc. (TSXV: QIT) (the "Company" or "Quinto") is pleased to announce that it has entered into a definitive option agreement with certain individuals (the "Optionors"), dated September 8, 2026 (the "Option Agreement"), whereby the Company shall have the option to acquire a 100% undivided right, title and interest in and to mineral tenures comprising the Route 109 Project (the "Project") located in Québec, Canada (the "Option"), comprising 433 contiguous claims on 24,079 hectares.
To exercise the Option, the Company shall complete the following:
A. Work Commitments: The Company shall incur an aggregate total of $3,500,000 in exploration expenditures on the Project during the four-year period from the effective date of the Option Agreement (the "Effective Date") as follows:
- $1,000,000 from the Effective Date to the 1st anniversary thereof ("Year 1"), including a minimum of $500,000 in expenditures prior to November 1, 2026;
- $750,000 between Year 1 and the 2nd anniversary thereof ("Year 2");
- $750,000 between Year 2 to the 3rd anniversary thereof ("Year 3"); and
- $1,000,000 between Year 3 to the 4th anniversary thereof ("Year 4").
The expenditures to be incurred during Year 1 and Year 2 are firm commitments of Quinto regardless of whether Quinto elects to exercise the Option. The expenditures to be incurred during Year 3 and Year 4 shall only be required if Quinto elects to exercise the Option.
B: Cash Payments: The Company shall make an aggregate cash payment of $1,100,000 to the Optionors (the "Option Payments"), as follows:
- $100,000 within two (2) months of the Effective Date;
- $100,000 on or before the end of Year 1;
- $175,000 on or before the end of Year 2,
- $200,000 on or before the end of Year 3; and
- $525,000 on or before end of Year 4.
The Option Payments payable before the end of Year 1 and Year 2, respectively, are firm commitments to the Company regardless of whether the Company elects to exercise the Option. The Option Payments due by the end of Year 3 and Year 4, respectively, are required only if Quinto elects to exercise the Option.
C. Share Issuance: The Company shall issue an aggregate total of 8,000,000 common shares in the capital of the Company (the "Share Consideration") to the Optionors. The Share Consideration will be subject to a voluntary eighteen (18)-month escrow period, whereby the Share Consideration will be released in equal tranches over such period. The issuance of the Share Consideration is due upon the acceptance of the Option Agreement by the TSXV and is issuable irrespective of whether the Option is exercised by the Company.
In the event that the Company exercises the Option, upon transfer of the Project to Quinto, the Optionors shall retain a 3.0% net smelter returns royalty (the "NSR Royalty") on the Project. The Company shall have the right to purchase half of the NSR Royalty (reducing it to 1.5%) at any time by paying the Optionors $5,000,000.
In addition, the Company shall make certain one-time milestone payments to the Optionors of: (i) $1,500,000 in event of a compliant National Instrument 43-101 Technical Report demonstrating Measured Mineral Resources and Indicated Mineral Resources of 1,000,000 or more ounces of gold on the Project; and (ii) $3,500,000 upon a production decision being made with respect to the Project.
The Company is an arm's length party from each of the Optionors. There is no finder's fee payable in connection with the Option Agreement.
The Option Agreement is subject to the approval of the TSX Venture Exchange (the "TSXV") and the shares of the Company will be halted in accordance with the policies of the TSXV and will remain halted pending TSXV permission to resume trading.
All monetary amounts disclosed in this news release are provided in Canadian dollars, unless otherwise stated.
About the Project
The Company anticipates the Project to be a prospective gold and base metal play; the Project is located between:
Eldorado Gold's Detour Gold East Project (to the NW);
Nuvau Minerals Matagami Base Metal and Gold Project (to the North);
Agnico-Eagle's/Vior's Kenabik Gold Project (to the Southeast); and
Opus One's Noyell Gold Project, Formation Metals N2 Gold Project, and Maple Gold's Douay Gold Project (all to the South),
The Project is a district-scale, early-stage gold exploration opportunity located 20 km south of the town of Matagami along Route #109 in the heart of Québec's Abitibi Greenstone Belt, one of the world's most prolific Archean gold provinces, which has yielded an aggregate of 200Moz gold since the early 1900's. The Project has excellent road access and full infrastructure, and is positioned between producing and developing major assets such as Douay, Vezza, Matagami, Casa Berardi, Detour Lake, Fenelon, and Joutel.
Furthermore, the Project has a Tier-1 geological setting within the Harricana-Turgeon volvanic and sedimentary package bounded two major gold-fertile deformation corridors: the La Gauchetière Shear Zone (to the north), part of the Detour Deformation Zone, and the Casa Berardi Deformation Zone (to the south), providing a structural framework analogous to major nearby deposits.
The Project is well underexplored but highly prospective hosting:
16 historic gold showings
6 km historic till anomaly with values up to 2.8 g/t Au (defined in 1987) but never drilled
57 geophysical targets identified by Dubé (2024), none tested by drilling
Historic drilling at the Property has totaled 46,544 m in 230 holes, averaging under 200m depth equivalent to a drilling density of 2.2 m/ha.
The Project represents one of the largest underexplored structural gold systems remaining in the Abitibi Greenstone Belt, with Gold-Zinc potential that is supported by structural complexity, geophysics, historic showings, and untested anomalies.
Private Placement
The Company is also pleased to announce non-brokered private placement offerings of: (i) flow-through units of the Company (each a "FT Unit"), at a subscription price of $0.10 per FT Unit, for aggregate gross proceeds of up to $1,500,000 (representing a maximum issuance of 15,000,000 FT Units) (the "FT Offering"); and (ii) hard-cash units of the Company (each, a "HC Unit") at a price of $0.075 per HC Unit, for gross proceeds of up to $500,000 (representing a maximum issuance of 666,666 HC Units) (the "Unit Offering" and together with the FT Offering, the "Offerings").
Each HC Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Common Share (a "Warrant Share") at an exercise price of $0.15 per Warrant Share for a period of 24 months from the date of issuance.
Each FT Unit shall consist of one Common Share that will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) (each, a "FT Share") and one-half of one Common Share purchase warrant (each whole warrant, a "FT Warrant"), with each FT Warrant entitling the holder thereof to purchase one additional Common Share at a price of $0.20 per Common Share for a period of 24 months from the date of issuance.
The Company will pay finders' fees in the amount of up to 8% cash commission and Warrants in connection with the closing of the Offerings, in relation to subscribers of either Offering that were introduced to the Company by an arm's length finder.
The FT Units and HC Units will be offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities underlying the FT Units and HC Units will be subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The Offerings will be subject to the approval of the TSXV and any other applicable regulatory approvals.
The Company intends to use the net proceeds of the Offerings to fulfill its cash-payment obligations under the Option Agreement and for general working capital purposes.
Shares for Debt
The Company also announces that it intends to settle up to $75,000 of debt through the issuance of units (the "Units") of the Company to an arm's length creditor of the Company (the "Debt Settlement") at a price of $0.06 per Unit. Each Unit consists of one (1) Common Share and one-half Common Share purchase warrant (each whole warrant, being a "Debt Warrant"). Each Debt Warrant will be exercisable for one Common Share at a price of $0.15 per Common Share for a period of twenty-four (24) months from issuance date.
The issuance of the securities pursuant to the Debt Settlement is subject to the acceptance of the TSXV. All securities issued will be subject to a four-month hold period which will expire on the date that is four months and one day from the date of issue.
Share Consolidation
The Company also reminds its shareholders that pursuant to its press release issued on August 27, 2026, the Company intends to implement a consolidation of its Common Shares (the "Consolidation") on the basis of five (5) pre-Consolidation Common Shares for every one (1) post-Consolidation Common Share, subject to the approval of the Company's shareholders at the upcoming annual general and special meeting scheduled for September 16, 2026.
As such, the prices and number of the securities offered pursuant to the Offerings and Debt Settlement and the exercise prices enumerated above are all provided on a post-Consolidation basis. If the Consolidation is not approved by the shareholders, the prices and number of securities will be adjusted to the pre-Consolidation figures.
Qualified Person and Cautionary Note
The technical content of this news release has been reviewed and approved by Jean Lafleur, P. Geo. (OGQ #833), Technical Advisor to the Company and a Qualified Person as defined under National Instrument 43-101.
References to nearby or adjacent producing mines are for geographic and geological context only. Mineralization on neighbouring properties is not necessarily indicative of mineralization on the Company's property. Readers are cautioned not to rely on such information as evidence of the existence of a mineral resource or reserve on the Company's property.
About Quinto Resources Inc.
Quinto Resources Inc. (TSXV: QIT) is a Canadian mining exploration company.
THE SECURITIES REFERRED TO IN THIS NEWS RELEASE HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS ABSENT U.S. REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE U.S. REGISTRATION REQUIREMENTS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER FOR SALE OF SECURITIES, NOR A SOLICITATION FOR OFFERS TO BUY ANY SECURITIES IN THE UNITED STATES, NOR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. ("UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT).
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements and information in this news release constitute "forward-looking statements" or "forward-looking information". Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) that are not statements of historical fact may be forward-looking statements or information. Forward-looking statements or information relate to, among other things: (i) the exercise of the Option and completion of the Option Payments and work commitments under the Option Agreement; (ii) the funding of the required exploration expenditures on the Project; (iii) the receipt of any required approval of the TSXV in connection with the Option Agreement and the Offerings; (iv) the completion of the Offerings and the anticipated use of proceeds therefrom; (v) the issuance of the Share Consideration to the Optionors; (vi) the implementation of the Consolidation, subject to shareholder approval; (vii) the development of exploration programs on the Project; (viii) the adjustment of the Offering prices to reflect the Consolidation; (ix) the completion of the Debt Settlement; and (x) trading halt of the Common Shares.
Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the ability of the Company to make the Option Payments and fund the required exploration expenditures on the Project within the prescribed timelines, risks associated with the receipt of TSXV approval in connection with the Option Agreement and the Offerings, risks inherent in mineral exploration and development activities on the Project, risks associated with the completion of the Offerings, including the ability to raise the anticipated proceeds on the terms contemplated or at all, risks related to the implementation of the Consolidation, including the receipt of shareholder approval, uncertainties regarding the market price of the Company's securities, and risks relating to general economic, market and business conditions. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
The forward-looking statements and information contained herein are based on certain key assumptions, including, without limitation, that the Company will have sufficient funds to make the Option Payments and fund the required exploration expenditures on the Project within the prescribed timelines, that the TSXV will grant any required approvals in connection with the Option Agreement and the Offerings, that the Offerings will be completed on the terms contemplated, that no material adverse change will occur with respect to the Project, that the shareholders of the Company will approve the Consolidation, and that general economic, market and business conditions will not materially deteriorate. The Company's forward-looking statements and information are further based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. newswire services or for dissemination in the United States.
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