Mogotes Metals Moves to Acquire 1.5% Filo Sur Royalty in $13 Million Deal

Mogotes Metals has entered into a binding offer, through a subsidiary, to acquire GRG Resources Corp.'s 1.5% net smelter returns royalty on its flagship Filo Sur project for $13 million, payable as $6.5 million in cash and $6.5 million in common shares priced off a 20-day volume-weighted average trading price. The parties are targeting completion by December 29, 2026, subject to a definitive agreement and regulatory approvals, including TSX Venture Exchange sign-off.

Company Overview

Mogotes Metals Inc. (TSXV: MOG | FSE: OY4 | OTCQB: MOGMF) is a mineral exploration company exploring for copper, gold and silver internationally, including in the US and in the Vicuña district of Argentina and Chile. Its flagship Filo Sur project adjoins the Filo del Sol copper-gold-silver discovery and lies along the same north-south trending belt as the Filo del Sol-Aurora deposit and NGEx Minerals' Lunahuasi and Los Helados copper-gold deposits.

Royalty on the Flagship Moves Into the Mogotes Group

On October 26, 2026, Mogotes Metals announced that a subsidiary and GRG Resources Corp. (GRG Resources) had entered into a binding offer for the subsidiary to acquire GRG Resources' 1.5% net smelter returns (NSR) royalty on Filo Sur.

On completion, the 1.5% NSR would pass from a third-party holder to a Mogotes subsidiary. The royalty applies to the company's flagship asset, the project adjoining the Filo del Sol discovery in the Vicuña district.

Deal Terms: $6.5 Million Cash & $6.5 Million in Shares

The purchase price is $13 million, made up of $6.5 million in cash and common shares of Mogotes (the Consideration Shares) with an aggregate value of $6.5 million. The number of Consideration Shares will be set using the 20-day volume-weighted average trading price on the TSX Venture Exchange (TSXV) as at the date of the definitive agreement, so the final share count is not fixed until that agreement is signed.

The Consideration Shares will be approved for listing on the TSXV and issued to GRG Resources on closing as fully paid and non-assessable common shares. They will be subject to a statutory hold period of 4 months plus a day from the date of issuance.

Conditions to Closing

Mogotes and GRG Resources intend to negotiate and enter into a definitive agreement for the transaction. Completion is subject to customary conditions, including all required regulatory and stock exchange approvals, with TSXV approval among them.

Closing also requires any contractual consents needed under either party's material contracts, along with delivery of notices required under applicable laws, stock exchange rules and material contracts.

Next Steps

The parties will use commercially reasonable efforts to complete the transaction by December 29, 2026, or another date they agree. The first milestone is negotiating and executing the definitive agreement, which also sets the reference date for pricing the Consideration Shares.

Mogotes and GRG Resources then need to secure TSXV and other regulatory approvals, along with any required contractual consents. At closing, the Consideration Shares will be issued to GRG Resources, and the 4-month-plus-a-day hold period begins on issuance.