Mr. John Black reports
REGULUS ADOPTS SHAREHOLDER RIGHTS PLAN AND PROVIDES PROJECT UPDATE
Regulus Resources Inc. has adopted a shareholder rights plan effective as of March 30, 2026, pursuant to a shareholder rights plan agreement entered into with Olympia Trust Company, as rights agents.
The rights plan is designed to ensure that all Regulus shareholders are treated fairly in connection with any takeover bid and to protect against creeping bids, which involve the accumulation of more than 20 per cent, on an aggregate basis, of the company's issued and outstanding common shares through purchases exempt from applicable takeover bid rules. The rights plan is similar to plans recently adopted by other Canadian companies and approved by their shareholders, and has not been implemented in response to, or in anticipation of, any pending or threatened takeover bid.
Pursuant to the rights plan, one right attaches to each issued and outstanding common share. Subject to the terms of the rights plan, the rights become exercisable in the event that any person (together with certain related parties) becomes a beneficial holder, from this date forward, of 20 per cent or more of the outstanding shares without complying with the permitted bid provisions under the rights plan. In such event, holders of the rights (other than the acquiring person and its related parties) will be permitted to exercise their rights to purchase additional common shares at a 50-per-cent discount to the then prevailing market price of the common shares.
While the rights plan is effective as of March 30, 2026, it is subject to approval by the TSX Venture Exchange and ratification by Regulus shareholders within six months of its adoption. The company will be seeking shareholder ratification of the rights plan at its 2026 annual meeting of shareholders, which is planned for a date yet to be determined in the second quarter of 2026. The rights plan is expected to initially remain effective for three years after the date of the initial shareholder ratification. A summary of the principal terms of the rights plan will be included in the management proxy circular to be sent to shareholders in connection with such meeting and a complete copy of the rights plan is available under the company's profile on SEDAR+. If the rights plan is not approved by the shareholders within six months of its adoption, the plan, together with the outstanding rights, will terminate and cease to be effective.
Project update
Regulus continues to work with Compania Minera Coimolache S.A., owner of the Tantahuatay oxide gold mine adjacent to the AntaKori project, to advance the mineral resource estimate (the MRE) for the integrated Tantahuatay-AntaKori sulphide copper-gold project. The completion of the MRE has taken longer than anticipated, largely due to the involvement of multiple groups overseeing the construction of the MRE, each with different views on geology, resource estimation techniques and classification parameters. Most of the outstanding issues have been addressed and final documentation is currently being completed. Completion of the MRE allows for constructive discussions about the transition to the development of sulphide copper-gold mineralization in the region. The company will update the market upon completion of the MRE, however, as per the agreement between the parties, the results of this study can only be publicly reported or shared with third parties upon mutual agreement of the parties and regulatory approvals.
The company also continues to work with Nuton LLC, a Rio Tinto venture, to evaluate Nuton's proprietary sulphide bio-leaching technologies at the AntaKori project. The company previously reported on the results of four columns, and it is expected that the remaining columns that are still in progress will be completed with final decommissioning and mass balance calculations available in the coming months. The company will report upon receiving final results from Nuton.
The company also continues to work with the nearby community of Tingo and Peruvian authorities to obtain permits to complete additional exploration activities and drilling on claims where Regulus can earn up to a 60-per-cent interest from Gold Fields Ltd. (see news release dated Feb. 16, 2021). The company has completed ground geochemical sampling and a ground magnetics geophysical survey on these claims. This area is located immediately to the east of the Tantahuatay mine and has several historical, small-scale underground and open-pit operations that mined high-grade copper-gold mineralization between the 1940s and 1970s.
Qualified person
The scientific and technical data contained in this news release pertaining to the AntaKori project has been reviewed and approved by Dr. Kevin B. Heather, chief geological officer, FAusIMM, who serves as the qualified person (QP) under the definition of National Instrument 43-101.
About Regulus Resources Inc. and the AntaKori project
Regulus is an international mineral exploration company run by an experienced technical and management team. The principal project held by Regulus is the AntaKori copper-gold-silver project in northern Peru. The AntaKori project currently hosts a resource with indicated mineral resources of 250 million tonnes with a grade of 0.48 per cent Cu (copper), 0.29 g/t (gram per tonne) Au (gold) and 7.5 g/t Ag (silver), and inferred mineral resources of 267 million tonnes with a grade of 0.41 per cent Cu, 0.26 g/t Au and 7.8 g/t Ag (independent technical report prepared by AMEC Foster Wheeler (Peru) S.A., a Wood company, titled AntaKori Project, Cajamarca Province, Peru, NI 43-101 Technical Report, dated Feb. 22, 2019 -- see news release dated March 1, 2019). Mineralization remains open in most directions.
We seek Safe Harbor.
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