Fitzroy Minerals Signs LOI with Pucobre to Jointly Advance Buen Retiro Copper Project in Chile

• Fitzroy Minerals has executed a non-binding Letter of Intent (LOI) with Sociedad Punta del Cobre S.A., outlining a joint development pathway for the Buen Retiro Copper Project in Chile.
• Pucobre has confirmed its intent to exercise its 30% claw-back right upon completion of the Buen Retiro Option, subject to continued positive technical results, and will reimburse 90% of all Eligible Expenses incurred through completion of the Final Technical Report,  a minimum of US$10.2 million.
• Under the LOI, Fitzroy gains access to processing capacity at Pucobre's Planta Biocobre Solvent Extraction-Electrowinning (SX-EW) facility, which carries a nameplate capacity of 800 tonnes of copper cathode per month and is located 70 kilometres from Buen Retiro.
• Pucobre will share open-book operating cost data from its nearby mining and processing operations, providing real-world inputs for capital and operating cost assumptions in the pre-feasibility study (PFS) economic model.
• Fitzroy anticipates completing all four steps of the Buen Retiro Option in the second quarter of  2027, including delivery of a National Instrument 43-101 (NI 43-101) compliant Final Technical Report, with a dual-track strategy advancing both near-term oxide development via heap leach and longer-term sulphide exploration across the broader project area.

Company Overview

Fitzroy Minerals Inc. (TSXV: FTZ, OTCQX: FTZFF) is a copper-focused exploration and development company with assets in Chile, Argentina, and Canada. Its flagship asset is the Buen Retiro Copper Project located near Copiapó, Chile, where a heap-leach pre-feasibility study (PFS) is in progress alongside continued exploration of sulphide mineralisation.

LOI Terms & Development Framework

Fitzroy Minerals announced the execution of a non-binding Letter of Intent (LOI) with Pucobre, outlining a potential joint development pathway for the Buen Retiro Copper Project. The LOI reflects both parties' shared intention to work toward a development scenario that leverages existing regional infrastructure and operating experience.

The LOI establishes a dual-track advancement strategy: development of oxide resources through a heap-leach/ solvent extraction-electrowinning (SX-EW) pathway supported by a planned PFS, and continued exploration of sulphide mineralisation considered a significant longer-term value driver across the broader project area. Concurrent with publication of the PFS, Fitzroy intends to provide a separate exploration update covering target areas not incorporated into the initial mine plan but material to the wider project opportunity.

President and Chief Executive Officer of Fitzroy Minerals, Merlin Marr-Johnson, described the strategic rationale: 

"The joint Letter of Intent is a major validation of the Buen Retiro Heap Leach project and is a win for both parties. Pucobre benefits by potentially securing production from the Buen Retiro Heap Leach to fill spare capacity at Planta Biocobre for many years, and thereby significantly improve operational economics by spreading fixed costs across more production units."

Access to Planta Biocobre Processing Capacity

Under the LOI, Pucobre has offered Fitzroy access to processing capacity at its Planta Biocobre SX-EW facility, located approximately 70 kilometres by road from the Buen Retiro Project. The facility’s electrowinning (EW) tank house has a nameplate capacity of 800 tonnes, about 1.76 million pounds, of copper cathode per month. This is equivalent to roughly 9,600 tonnes, 21.16 million pounds annually and is currently underutilised.

The availability of this existing processing infrastructure is expected to reduce capital intensity assumptions, accelerate potential development timelines, and reduce execution risk relative to standalone processing scenarios. Commercial terms for tolling or alternative processing arrangements are expected to be negotiated within approximately 90 days to support inclusion in the PFS economic model.

Marr-Johnson elaborated on the capital implications for Fitzroy: 

"Fitzroy benefits by having access to an operational EW tank-house which reduces capital expenditure and simplifies the permitting process."

Real-World Cost Inputs for the Pre-Feasibility Study

As part of the LOI, Pucobre has agreed to provide Fitzroy with cost information based on its operational and construction experience from nearby mines and processing facilities. These data inputs cover open-pit mining costs, processing costs at Planta Biocobre, transport cost benchmarks, and construction and development experience in the district. These real-world inputs are expected to improve confidence in the reliability of capital and operating assumptions incorporated into the PFS, reducing estimation uncertainty ahead of the study's completion.

Buen Retiro Option Terms & Claw-Back Right

Under the original mining option agreement Fitzroy can earn 100% of the Buen Retiro Project by completing four steps prior to mid-2028: at least 12,000 metres of drilling (already met); at least US$7 million invested in Eligible Expenses before completion of a Final Technical Report due by mid-2027; delivery of a National Instrument 43-101 (NI 43-101) compliant Final Technical Report including a PFS, a Measured and Indicated Resource, and a sulphide potential report; and a US$4 million bullet payment to the Option Holders due by mid-2028. Fitzroy anticipates completing all four steps in Q2 2027.

Pucobre has indicated its intention to exercise its contractual claw-back right to acquire a 30% interest in the project concessions upon completion of the option, covering both the heap leach project and the sulphide potential. Total Eligible Expenses are a minimum of US$11.3 million, comprising US$7 million in exploration and technical investment, the US$4 million bullet payment, and approximately US$300,000 in legal fees related to the formation of the new joint venture operating agreements. Upon exercising the claw-back, Pucobre would reimburse 90% of all Eligible Expenses, a minimum of US$10.2 million returned to Fitzroy. On completion of the option, a 2% net smelter royalty (NSR) will be assigned to the Option Holders, with Fitzroy retaining the right to buy back 1% of the NSR for US$5 million before the start of construction.

Marr-Johnson highlighted the capital efficiency of the structure: 

"The terms of the claw-back mean that, upon exercise in mid-2027, Pucobre would reimburse 90% of project expenditures incurred through completion of the Technical Report, which makes the exploration and technical work we are carrying out over the next twelve months exceptionally capital-efficient for Fitzroy Minerals."

Next Steps

Fitzroy is targeting completion of all four Buen Retiro Option steps in the second quarter of  2027, including delivery of the NI 43-101 compliant Final Technical Report. Commercial terms for access to Planta Biocobre processing capacity are expected to be finalised within approximately 90 days. An updated mineral resource estimate (MRE) and exploration update addressing sulphide potential will be prepared concurrently with the PFS.

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