Mr. Allen Sabet reports

MOGOTES METALS ANNOUNCES BINDING OFFER TO ACQUIRE NSR ROYALTY

A subsidiary of Mogotes Metals Inc. and GRG Resources Corp. have entered into a binding offer for the acquisition of GRG Resources' 1.5-per-cent net smelter returns royalty (the NSR) on the company's Filo Sur project.

Under the terms of the binding offer, a subsidiary of the company will acquire the NSR from GRG Resources, 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 the company 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 to GRG Resources 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.

The company and GRG Resources intend to negotiate and enter into a 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.

The parties will use commercially reasonable efforts to complete the transaction by Dec. 29, 2026, or such other date as the parties may agree.

About Mogotes Metals Inc.

Mogotes Metals is a mineral exploration company exploring for copper, gold and silver around the world, including in the United States, and 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 and NGEx Minerals Lunahuasi and Los Helados copper-gold deposits.

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