Hayasa Metals Signs Term Sheet with a Major Mining Company to Enter a Strategic Exploration Alliance

Hayasa outlines a fully funded exploration alliance framework in Armenia while regaining full control of Vardenis and extending warrant terms.

Rhea-AI Summary

Hayasa Metals (HAYAF) signed a non-binding term sheet on September 17, 2026 for a proposed Strategic Exploration Alliance with a Major Mining Company to advance copper and critical metals exploration in a defined area of southern Armenia.

The two-year Alliance phase would be solely funded by the partner, which must spend US$1,000,000 in the Alliance Area of Interest to enable a First Option on any Designated Project. For each Designated Project, the partner may earn 51% by funding a further US$1,000,000 over two years, with Hayasa as operator, and may increase to 70% by spending an additional US$3,000,000 over three years. A joint venture could then be formed, with Hayasa able to defer its funding for 18 months while the partner covers budgets. The company also reports that Teck has terminated its option on Hayasa’s Vardenis property and that the exchange has approved extending 5,582,641 warrants at $0.22 to March 23, 2028.

Positive

• Alliance phase solely funded by partner for 2 years
• Minimum US$1,000,000 spend in Alliance AOI before any First Option
• Partner can fund up to US$4,000,000 per Designated Project to earn 70%
• Hayasa remains project operator during the First Option stage
• Post–joint venture, Hayasa has an 18‑month funding holiday with partner covering budgets
• Extension of 5,582,641 warrants at $0.22 to March 23, 2028 preserves potential capital inflow

Negative

• Term sheet for the Alliance is non-binding and subject to definitive agreements
• Teck has terminated its option on the Vardenis property
• Hayasa’s interest in any Designated Project can be diluted to 30% if the partner completes Second Option spending

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

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Vancouver, British Columbia--(Newsfile Corp. - September 21, 2026) - Hayasa Metals Inc. (TSXV: HAY) (OTCQB: HAYAF) ("Hayasa" or the "Company") is pleased to announce it has executed a term sheet dated Sep. 17, 2026 that defines a Strategic Exploration Alliance Agreement (the "Alliance") with a Major Mining Company "MMC"), to advance copper exploration and other critical metals exploration in a strategic area of interest in the southern part of Armenia. The term sheet is intended as a framework and is non-binding, except for certain limited provisions that are expressly stated to be binding and the proposed Alliance remains subject to the negotiation and execution of definitive agreements.

Under the Agreement, Hayasa will collaborate with the MMC to conduct copper exploration within a defined Alliance Area of Interest ("Alliance AOI") in the southern part of Armenia. The Alliance aims to identify and develop economically viable mineral deposits in the Tethyan Belt in Armenia.

Hayasa CEO, Joel Sutherland, comments: "This partnership combines Hayasa's deep local knowledge and geological expertise with MMC's significant global exploration and mining experience. The definitive agreement is anticipated to be signed before the end of the year. We have already developed budgets and will commence basic preliminary field work immediately."

Hayasa Chairman, Dennis Moore, comments: "The team will be conducting an in-depth evaluation of areas where we believe the geological parameters for large-scale deposits exist, but where we have previously not had the resources or bandwidth to execute the required programs. Planning is already underway."

Strategic Exploration Alliance Highlights from the Term Sheet

The Alliance Phase will have a term of two years from the date of execution and will be solely funded by MMC. US$1,000,000 must be spent within the Alliance AOI in order to enable a First Option in a Designated Project.

The goal of the Alliance phase is to identify one or more project areas with the potential for discovery of a large orebody. Such areas may be deemed a Designated Project under the Alliance once the Alliance minimum expenditures have been completed. MMC shall have the sole and exclusive option to exercise the First Option and earn a 51% interest in each Designated Project, by incurring or funding aggregate expenditures of US$1,000,000 per Designated Project over a period of two (2) years. Hayasa will be the operator during the First Option.

After completing the first expenditure threshold, MMC shall have the sole and exclusive right for Second Option stage to increase its interest in the Designated Project, from 51% to 70% by incurring or funding additional aggregate expenditures of US$3,000,000 in respect of such Designated Project over a period of three (3) years following exercise of the First Option.

Joint Venture

A joint venture (the "Joint Venture") may be established in respect of a Designated Project if:

(a) MMC has completed the Second Option Expenditures and delivered notice to Hayasa electing to form the Joint Venture; or

(b) MMC has completed the First Option Expenditures, and delivered notice to Hayasa that it does not intend to complete the Second Option expenditures.

Upon establishment of the Joint Venture, the participating interests of MMC and Hayasa will be based on their respective interests in the Designated Project at that time, and each party shall fund its pro rata share of approved expenditures, subject to Hayasa's Funding Holiday (as described below).

During the 18-month period immediately following establishment of the Joint Venture, Hayasa may elect to defer funding its share of approved operational budgets, in which case MMC shall fund such amounts.

The proposed terms above and the Alliance are subject to definitive documentation.

Termination of Vardenis Option

Hayasa has received notice from Teck Resources Limited ("Teck") of its election to terminate its option on the Vardenis property.

Dennis Moore comments: "Vardenis comprises the largest 'color anomaly' in Armenia: a 35 km² hydrothermally altered surface expression, easily identifiable on satellite images and which hosts anomalous metal values throughout. The 93 km² exploration license was returned to Hayasa after a 10-hole drill program in a portion of the license area hosting the most robust molybdenum anomalies. The area drilled to date covers only approximately 4 km² in the far northwestern section of the license; while anomalous surface soil geochemistry-particularly for gold-extends a further six km to the east and southeast.

Hayasa management believes that the Vardenis license has not yet been fully tested and that significant exploration potential remains. As most explorationists are aware, it usually takes more than one or two drill campaigns to make a significant discovery."

Joel Sutherland adds: "It is unfortunate that Vardenis was not able to satisfy the criteria for advancement at this time. Hayasa has received numerous inbound expressions of interest on the project. Additional updates will be forthcoming at the appropriate time."

Exchange Approval of Warrant Extension

The Exchange has consented to an extension in the expiry date of 11,165,22 units with 5,582,641 share purchase warrants attached with an exercise price of $0.22 for an additional year with the new exercise date of warrants being March 23, 2028. For further information, please refer to the Company's news release dated September 4, 2026.

Qualified Person

The content of this news release was reviewed and approved by Dennis Moore, Hayasa's President and Chairman, a qualified person as defined by National Instrument 43-101.

On behalf of the Board of Directors,

Joel Sutherland
CEO
Hayasa Metals Inc.

For further information, contact:
joel@hayasametals.com
www.hayasametals.com
https://twitter.com/Hayasametals
604-676-5664

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 release.

Forward-looking statements

This news release contains forward-looking statements. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements including, without limitation, statements regarding future exploration programs. Important factors that could cause actual results to differ materially from the Company's expectations including the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned not to place undue reliance on any forward-looking information. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by Canadian securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315122

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the objective and scope of the proposed Strategic Exploration Alliance in Armenia?

The proposed Alliance focuses on copper and other critical metals exploration within a defined Alliance Area of Interest in southern Armenia, targeting economically viable deposits in the Tethyan Belt. The goal of the Alliance phase is to identify one or more project areas with potential for discovery of a large orebody, which may then be designated as individual Designated Projects once the Alliance minimum expenditures have been completed.

How would ownership and funding work once a Designated Project moves into a joint venture?

A joint venture may be formed after the partner completes First or Second Option expenditures and elects to proceed. At that point, ownership interests mirror the earned project interests, and each party is expected to fund its pro rata share of approved expenditures. For the first 18 months after the joint venture is established, Hayasa may elect a Funding Holiday, deferring its contributions while the partner funds Hayasa’s share of the approved operational budgets.

What exploration work has been completed at the Vardenis property to date?

At Vardenis, a 93 km² exploration licence area, a 10‑hole drill program was completed in a portion of the licence with the most robust molybdenum anomalies. The drilled area covers approximately 4 km² in the far northwestern section, while anomalous surface soil geochemistry, particularly for gold, extends a further six kilometres to the east and southeast. Hayasa management states that the licence has not yet been fully tested and that exploration potential remains.

What comments did Hayasa’s management provide regarding the future of the Vardenis project?

Hayasa’s chairman describes Vardenis as the largest “color anomaly” in Armenia with widespread anomalous metal values and reiterates the view that significant exploration potential remains, noting that substantial discoveries often require more than one or two drill campaigns. The CEO adds that, although Vardenis did not meet advancement criteria for the former option partner, Hayasa has received numerous inbound expressions of interest and plans to provide further updates when appropriate.