Mr. Jeremy Yaseniuk reports

COPAUR MINERALS TO ACQUIRE THE ROYAL VINDICATOR PROJECT

Copaur Minerals Inc. has entered into an arm's-length purchase agreement to acquire all the issued and outstanding shares of Chester Holdings Inc. and its subsidiary Chester Holdings USA Inc. Chester Holdings USA is the holder of rights under a lease agreement (the RV lease) entered in 2017 that grants rights for a 20-year term to access, seek permits, and mine and process tailings and bedrock from the Royal Vindicator property located in Haralson county, Georgia, United States, consisting of 235.8 hectares of contiguous private property, including the former Royal Vindicator mine site. All materials including bedrock and tailings materials are available for excavation and process under the terms of the RV lease. The parties to the purchase agreement are Chester Holdings Inc., a private British Columbia company controlled by Chester Millar, Chester Holdings USA, a Georgia corporation, and the shareholders of Chester Holdings Inc. and Chester Holdings USA.

In connection with the acquisition, Chester Millar, a pioneer of heap leach extraction and a member of the Canadian mining Hall of Fame, and his team of heap leach specialists have agreed to work with Copaur on this project and Copaur's Kinsley and Troy Canyon projects.

Chief executive officer Jeremy Yaseniuk said, "We are excited to work with Chester and his team on this project to shorten our timeline for development and take advantage of this elevated gold price."

Terms of the purchase agreement

Purchase price

Under the terms of the purchase agreement, Copaur has agreed to purchase all of issued and outstanding shares of Chester Holdings Inc. from the vendors in consideration of $6,569,811.31 (U.S.) payable to the vendors as follows:

• $700,000 (U.S.) in cash consideration payable at closing, which includes a $50,000 (U.S.) refundable deposit payable on execution of the purchase agreement;
• The payment at closing of $2.5-million (U.S.) in cash or common shares of Copaur or a combination thereof at Copaur's discretion; and
• The repayment by Copaur over a six-year period from closing of $3,369,811.31 (U.S.) of outstanding debt obligations owing by Chester Holdings USA to certain lenders related to Chester Holdings USA.

Additional payments and financing obligation

Copaur is required under the purchase agreement to make working capital contributions for the 2025 year in the aggregate amount of $1-million (U.S.) to advance mining operations and pay advance royalty obligations under the RV lease. Copaur is required to reimburse $250,000 (U.S.) to an unrelated third party. Copaur will pay a $250,000 (U.S.) finder's fee to Sibling Rivalry Investments Inc., a company at arm's length to Copaur. Copaur is also obligated to make an additional payment to the vendors of $10 (U.S.) per gold ounce for all new resources added to the RV mining project within the first 12 months following closing.

The acquisition is subject to Copaur completing a minimum financing of $1.85-million (U.S.) on or before Aug. 15, 2025, or such other date as may be mutually agreed by the parties to the purchase agreement. The company is evaluating potential sources of debt and equity financing, and hopes to provide an update on financing required to complete the purchase under the purchase agreement and to conduct future operations at the RV mining project.

The acquisition is subject to acceptance of the TSX Venture Exchange, which cannot be guaranteed.

Additional information regarding option grant

The company previously disclosed (see news release disseminated July 7, 2025) that its directors have approved a grant of 4.2 million stock options under its stock option plan to directors, officers, employees and consultants of the company. The options have a five-year term, and pricing will be fixed in accordance with the TSX-V policies and subject to TSX-V acceptance.

About Copaur Minerals Inc.

Copaur is an exploration company focused on developing projects within the emerging, mineral-rich mining regions of Nevada. The company is backed by a dynamic and experienced team of resource professionals, advancing its projects in Nevada with the flagship project being Kinsley Mountain gold project, a Carlin-style project located 90 kilometres south of the Long Canyon mine (currently in production under the Newmont/Barrick joint venture, Nevada Gold Mines).

We seek Safe Harbor.