Mr. Nikolaos Cacos reports

GRG RESOURCES CORP. ANNOUNCES BINDING OFFER TO SELL 1.5% NSR ROYALTY TO MOGOTES METALS FOR $13 MILLION

Further to the right of first offer agreement dated Oct. 20, 2025 (the ROFO agreement), between GRG Resources Corp. (formerly Golden Arrow Resources Corp.) and Mogotes Metals Inc., the company and Mogotes Metals have entered into a binding offer for the sale of the company's 1.5-per-cent net smelter returns royalty (the NSR) on Mogotes Metals' Filo Sur project.

Nikolaos Cacos, president and chief executive officer of the company, commented: "This offer marks the successful culmination of our strategy for one of our portfolio projects. Instead of investing significant capital and years to identify a deposit at Mogote we brought in a joint venture partner, resulting in nearly five million dollars in operating capital over the last four years, and now even more value with the sale of the NSR. The share component of the transaction is an excellent opportunity for us to continue to realize value as Mogotes Metals advances their project. Between this transaction and our recent asset sale to Capstone, our treasury is very well funded, allowing us to move assertively to drill test our new Atakama gold project in Chile and to continue exploration at our portfolio of property in Argentina."

Transaction details

Under the terms of the binding offer, the NSR will be acquired by a subsidiary of Mogotes Metals, for a purchase price of $13-million, comprising $6.5-million in cash plus the issuance of that number of common shares in the capital of Mogotes Metals having an aggregate value of $6.5-million, based on the 20-day volume-weighted average trading price of such shares on the TSX Venture Exchange as at the date of the definitive agreement.

The consideration shares will be approved for listing on the TSX-V and issued on closing as fully paid and non-assessable common shares, and will be subject to a customary statutory hold period of four months plus a day from the date of issuance.

GRG Resources and Mogotes Metals intend to negotiate and enter into definitive agreement in respect of the transaction. Completion of the transaction will be subject to customary conditions, including receipt of all required regulatory and stock exchange approvals, including approval of the TSX-V, receipt of all contractual consents required under material contracts of a party, and delivery of any notices required by applicable laws, stock exchange rules and under any material contracts of a party.

Pursuant to the ROFO agreement, GRG Resources and Mogotes Metals will use commercially reasonable efforts to complete the transaction by Dec. 29, 2026, or as such other date as they may agree.

Advisers and counsel

In connection with the transaction, Red Cloud Securities Inc. is acting as financial adviser to the company and is arm's length to each of the company and the buyer. An advisory fee shall be payable upon closing subject to the acceptance of the TSX-V.

Blake, Cassels & Graydon LLP is acting as Canadian legal counsel.

About GRG Resources Corp.

GRG Resources is a mineral exploration company with a successful record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits. GRG Resources is actively exploring a portfolio of projects in Chile and Argentina. The company is an affiliated company of the Grosso Group, a resource-focused management organization that provides operational support to its affiliated companies as they advance quality resource projects.

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