Rio Tinto to Invest US$15 Million in Mogotes Metals & Form Filo Sur Alliance

• Rio Tinto Exploration Canada will subscribe for 30,387,857 units of Mogotes Metals at C$0.70 per unit for gross proceeds of approximately US$15,000,000, equivalent to C$21,271,500, taking an initial interest of approximately 5%.
• Each unit includes one common share and one-half of one warrant, with 15,193,929 warrants exercisable at C$1.00 for 18 months, representing potential additional proceeds of up to approximately C$15,193,929.
• On closing, Mogotes and Rio Tinto will form a Strategic & Technical Alliance focused initially on Filo Sur and the broader Vicuña portfolio.
• Rio Tinto will receive 15 months of exclusivity over Filo Sur, extendable by 6 months, and a top-up right to acquire up to 9.99% of the common shares on a partially diluted basis.
• Closing is subject to conditions, including approval of the TSX Venture Exchange (TSXV), and proceeds will fund work programmes at Filo Sur.

Mogotes Metals (TSXV: MOG | FSE: OY4 | OTCQB: MOGMF) has entered into a binding term sheet with Rio Tinto Exploration Canada under which Rio Tinto will make a strategic investment of approximately US$15,000,000 and will form a technical alliance covering the Filo Sur copper-gold-silver project in the Vicuña district of Argentina and Chile. The investment gives Rio Tinto an initial interest of approximately 5% in Mogotes and will fund work programmes at Filo Sur.

Terms of the Investment

The placement covers the key financial terms of the transaction. Rio Tinto or an affiliated company will subscribe for 30,387,857 units at a price of C$0.70 per unit for gross proceeds of approximately US$15,000,000, equivalent to C$21,271,500. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at C$1.00 for a period of 18 months from closing.

The 15,193,929 warrants issued in aggregate represent potential additional proceeds of up to approximately C$15,193,929. The company has a number of investors with existing pre-emptive rights and may issue up to an additional 17,000,000 units at the offering price to accommodate their exercise in full.

The Strategic & Technical Alliance

Upon the placement's close, Mogotes and Rio Tinto will enter into a strategic and technical alliance focused initially on Filo Sur and the broader Vicuña portfolio. The alliance combines the exploration team and district knowledge of Mogotes with Rio Tinto's technical capability across the copper-gold-silver belt.

The proposed alliance provides for a joint technical committee to advise the exploration programme at Filo Sur, the application of Rio Tinto's proprietary geoscience tools, including geochemistry, geophysics, and targeting workflows, and joint efforts to expand the consolidated land position across the district. Subject to completion of definitive Filo Sur documentation, the parties intend to explore extending the alliance concept to additional mineral belts, including in Kazakhstan. 

President and Chief Executive Officer of Mogotes Metals, Allen Sabet, framed the arrangement:

"Rio Tinto's strategic investment in Mogotes is a powerful endorsement of the prospectivity of Filo Sur and the broader Vicuña district. The Alliance gives our team access to one of the deepest exploration capabilities in the industry while preserving Mogotes' ability to deliver value to all shareholders."

Mogotes and Rio Tinto will negotiate definitive long-form agreements, including a subscription agreement, an investor rights agreement, and an exclusivity agreement.

Exclusivity & Ownership Rights

The term sheet sets out the exclusivity and ownership arrangements conditional on completion of the placement. Rio Tinto will receive a 15-month period of exclusivity over Filo Sur, extendable by mutual agreement for a further 6 months, along with a right to match third-party proposals involving the project.

Rio Tinto will also hold a top-up right to acquire up to 9.99% of the common shares on a partially diluted basis during the exclusivity period, exercisable at a price per share equal to the greater of the 20-day volume weighted average trading price and a 20% premium to the closing price on the last trading day prior to exercise, subject to TSX Venture Exchange (TSXV) approval. Rio Tinto will be granted customary pre-emptive rights and will be subject to customary standstill restrictions during the exclusivity period. The closing of the placement is subject to conditions, including TSXV approval.

Project & Regional Context

Filo Sur sits within the Vicuña district, which spans San Juan Province in Argentina and Region III in Chile. The project adjoins the southern limit of the Filo del Sol deposit and lies on the same Middle Miocene belt as Filo del Sol and the Lunahuasi discovery. Filo del Sol was acquired by BHP and Lundin Mining for C$4.5 billion, and the district is widely described as hosting the largest copper discovery of the past 30 years.

During the 2025 to 2026 season, Mogotes reported a copper-gold-silver-molybdenum discovery at the Albor target, returning 86 metres grading 0.70% copper, 0.55 grams per tonne gold, 2.7 grams per tonne silver, and 169 parts per million molybdenum from 108 metres depth, including a higher-grade zone of 43 metres grading 1.1% copper and 0.82 grams per tonne gold. Discussing the district setting in a May interview, 

Sabet was direct on the company's position:

"We're next to the biggest copper discovery of 30 years."

Filo Sur is one of 3 projects in the Mogotes portfolio, alongside the Beskauga copper-gold-silver project in Kazakhstan and the Copper Cliffs gold-copper project in Montana, United States.

Market Context

Mogotes reported a market capitalisation of C$267 million based on a share price of C$0.51 as at June 5, 2026, and cash and equivalents of C$40.1 million on the same date. Rio Tinto's subscription is priced at C$0.70 per unit. The company has stated it holds sufficient capital to fund follow-up drilling across its projects.

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