CopAur Announces Earn-In Option Agreement on its Troy Canyon Gold-Silver Property with Pravda Strategic Minerals Ltd.

Rhea-AI Summary

CopAur (OTC: COPAF) entered an earn-in option agreement with Pravda Strategic Minerals allowing Pravda to earn up to a 70% undivided interest in the Troy Canyon gold-silver property by issuing up to 20% of Pravda's shares to CopAur and funding C$4.0 million of exploration over up to four years.

Stage 1: Pravda issues ~9.9% (~700,000 shares) and funds C$1.5M including ≥3,000 m drilling within 24 months to earn 51%. Stage 2: additional C$2.5M and 5.0–5.1% share issuances to reach 70%. Pravda will pre-fund approved budgets and pay a 10% project management fee to CopAur.

Positive

• Pravda to fund up to C$4.0M in exploration over four years
• CopAur to receive up to 20% of Pravda shares as consideration
• Pravda will pre-fund 100% of approved budgets and pay a 10% project management fee

Negative

• Pravda can acquire operational control after earning 51%, reducing CopAur's direct project control
• Successful earn-in requires ≥3,000 m drilling and C$1.5M Stage 1 spend within 24 months

News Market Reaction – COPAF

+0.65%

+0.65% Session close to close

In the May 6 session, COPAF gained 0.65%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Vancouver, British Columbia--(Newsfile Corp. - May 5, 2026) - CopAur Minerals Inc. (TSXV: CPAU) (the "Company" or "CopAur") is pleased to announce that it has entered into an earn-in option agreement (the "Agreement") with Pravda Strategic Minerals Ltd, a private corporation ("Pravda"), whereby Pravda may earn up to a 70% undivided interest in CopAur's Troy Canyon gold-silver exploration property (the "Property") located in Nye County, Nevada. In total, to earn a 70% interest, Pravda will issue up to 20% of its issued and outstanding shares (on a non-diluted basis) to CopAur and fund a minimum of C$4.0 million in exploration expenditures over up to four years.

The transaction is consistent with CopAur's strategy of advancing non-core exploration assets through partner-funded, non-dilutive option earn-in arrangements while focusing its internal capital on advancing its flagship project, the Kinsley Mountain project.

Under the terms of the Agreement, Pravda may earn up to a 70% undivided interest in the Property in two stages by issuing common shares of Pravda and completing certain work requirements within certain specified times.

In order to earn an initial 51% interest in the Property, Pravda must:

1. issue 9.9% of Pravda's issued and outstanding shares, on a non-diluted basis to CopAur (being approximately 700,000 common shares of Pravda) within 5 days of the date of execution of the Agreement,

2. fund a minimum of C$1.5 million in approved exploration expenditures, including completion of a first-phase drill program on the Property comprising not less than 3,000 meters of drilling unless otherwise agreed by CopAur, within 24 months of the date of the Agreement (the "Stage 1 Earn-In Date"),

3. fund ongoing permitting activities as approved by CopAur, and

4. issue an additional 5.1% of Pravda's issued and outstanding shares (non-diluted basis) to CopAur within five days following the Stage 1 Earn-In Date.

If Pravda earns a 51% interest in the Property, in order to earn an additional 19% interest (for a total 70% interest) Pravda must:

1. fund a further C$2.5 million in approved exploration expenditures,

2. complete additional drilling and follow-up exploration work on the Property in one or more approved budgets and programs within 24 months following the Stage 1 Earn-In Date (the "Stage 2 Earn-In Date") for total expenditures of not less than C$4.0 million, and

3. issue an additional 5.0% of Pravda's issued and outstanding shares (non-diluted basis) to CopAur within 5 days of the Stage 2 Earn-In Date.

Under the terms of the Agreement, CopAur has the right, but not the obligation, to participate in future equity financings of Pravda to maintain its pro rata equity interest in Pravda subject to applicable securities laws and stock exchange requirements.

Until Pravda earns its full 70% interest in the Property, CopAur shall be the sole manager and operator of all work on the Property unless otherwise agreed. Following the Stage 1 Earn-In Date, the parties will form an unincorporated joint venture to further advance the Property under the terms and conditions of the Agreement. During the earn-in periods, Pravda will pre-fund 100% of approved budgets, including contingency, and will pay CopAur a 10% project management fee on all expenditures. CopAur shall have no obligation to commence any approved work until such amounts have been received.

"We continue to believe in the potential of the Troy Canyon Property. The involvement of Pravda allows CopAur to maintain meaningful exposure to the exploration upside at Troy Canyon while continuing to focus the Company's resources on advancing the Kinsley Mountain project," commented Andrew Neale.

"Troy Canyon is the type of high-potential gold property we have been actively seeking for some time, and we look forward to working with Andrew and his team to advance the project," commented Tim Maddigan, CEO, Pravda Strategic Minerals Ltd.

About CopAur
CopAur is a mine development company focused on gold projects in Nevada. The Company is backed by an experienced team of resource professionals advancing its portfolio, including its flagship Kinsley Mountain Gold Project, a Carlin-style gold system located approximately 80 km south-southwest of West Wendover, Nevada.

ON BEHALF OF COPAUR MINERALS INC.

Andrew Neale, CEO

For more information, please contact ir@copaur.com or by phone at +1 604 839 9124.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information
This news release contains forward-looking statements. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296116

FAQ

What are the key terms of the COPAF Troy Canyon earn-in agreement with Pravda?

Pravda may earn up to 70% by issuing up to 20% of its shares and funding C$4.0M. According to CopAur, earn-in occurs in two stages with Stage 1 requiring ~9.9% share issuance and C$1.5M spend including drilling.

How long does Pravda have to complete the Troy Canyon Stage 1 earn-in for COPAF?

Pravda has 24 months from the agreement date to complete Stage 1 requirements. According to CopAur, Stage 1 requires C$1.5M in approved exploration, including at least 3,000 m of drilling unless otherwise agreed.

What happens to project management and funding during the COPAF/Pravda earn-in?

Pravda will pre-fund 100% of approved budgets and pay a 10% project management fee to CopAur. According to CopAur, CopAur remains sole manager until Pravda earns the full 70% interest unless otherwise agreed.

How will the Pravda earn-in affect COPAF shareholders and ownership exposure?

CopAur will receive Pravda shares rather than cash and may participate in Pravda financings to maintain pro rata exposure. According to CopAur, this preserves shareholder exposure to Troy Canyon while focusing CopAur capital on Kinsley Mountain.