Mr. Allen Sabet reports

MOGOTES ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Further to its press releases of Jan. 5, 2026, and Jan. 6, 2026, Mogotes Metals Inc. has successfully completed: (i) a non-brokered private placement of 86,792,425 units at a price of 26.5 cents per unit; and (ii) a non-brokered private placement of 12.5 million units at a price of 32 cents per unit for aggregate gross proceeds of $26,999,992.63.

Each unit comprises one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of 53 cents per common share for a period of three years from the closing of the offering. The gross proceeds from the sale of the units will be used for general corporate and working capital purposes.

In connection with the offering, 20,103,197 units issued to CD Capital Fund IV LP and related subscription proceeds of $5,327,347.205, will be held in escrow pending the approval of the TSX Venture Exchange. In addition, the company has entered into an investor rights agreement with CD Capital. Under the terms of the investor rights agreement, CD Capital has been granted: (i) a pre-emptive right to participate in any equity financing on the same terms as other investors to preserve its existing ownership stake while it holds 5 per cent or more of issued shares of the company; (ii) a top-up right to purchase additional shares whenever conversions or property-related share issuances dilute its stake by 2 per cent or more; (iii) an additional subscription option, exercisable at any time within five years, to increase its holdings to up to 19.9 per cent of the issued and outstanding shares of the company; and (iv) the continuing ability to nominate one director to the board of directors of the company, for so long as it holds 5 per cent or more of issued shares of the company.

Securities issued to subscribers in Canada and the United States in connection with the offering are subject to a hold period of four months plus one day from the date of issuance under Canadian securities legislation, in addition to such other restrictions as may apply under securities laws of jurisdictions outside of Canada. Certain units issued in the offering were issued pursuant to Ontario Securities Commission Rule 72-503, Distributions Outside Canada, and are not subject to any statutory hold period, subject to limitations under applicable securities legislation.

The offering constitutes a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as an insider of the company purchased an aggregate of 16 million units pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on a specified market and the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

Qualified person

The scientific and technical disclosure for the Filo Sur project included in this news release have been reviewed and approved by Stephen Nano, who is the qualified person as defined by National Instrument 43-101. Mr. Nano is a director and technical adviser of the company.

Note that the qualified person has not verified the information regarding adjacent properties such as Filo del Sol and that the information regarding the mineralization of the Filo del Sol project is not necessarily indicative of the mineralization on the Filo Sur project.

About Mogotes Metals Inc.

Mogotes Metals is a mineral exploration company exploring for copper and gold in the prospective Vicuna district of Argentina and Chile. Mogotes's flagship project, Filo Sur, adjoins the large Filo del Sol copper-gold-silver discovery and is along the same north-south-trending belt as the Filo Del Sol-Aurora deposit and NGEx Minerals' Lunahuasi and Los Helados copper-gold deposits. The company cautions investors that mineralization hosted on nearby or adjacent properties is not necessarily indicative of mineralization hosted on Filo Sur.

We seek Safe Harbor.