Infinitum Signs Definitive Agreement to Sell Its Adelita Interest

Rhea-AI Summary

Infinitum Copper Corp. (TSXV: INFI) has entered into a definitive agreement with Kenadyr Metals Corp. to sell its 80% interest in the Cerro Grande copper-gold-silver property in Sonora, Mexico through the sale of its Mexican subsidiary. The transaction terms include CAD $100,000 in cash (with $25,000 already paid) and 1,842,719 Kenadyr shares with 18-month resale restrictions. Additionally, Infinitum will receive additional shares to maintain a 9% stake in Kenadyr for 12 months post-closing, up to 2,588,000 shares, if Kenadyr raises up to $3.5M in equity financing. The deal requires TSX Venture Exchange and shareholder approval. Infinitum also announced its voluntary termination from the OTCQB trading platform while maintaining its TSX Venture listing.

Positive

• Sale of Mexican subsidiary will generate immediate cash proceeds of CAD $100,000
• Company will receive 1,842,719 Kenadyr shares with potential for up to 2,588,000 additional shares
• Opportunity to maintain 9% ownership in Kenadyr for 12 months post-closing
• Cost reduction through termination of OTCQB listing, reducing administrative expenses

Negative

• Disposition represents majority of company's assets
• Risk of being downgraded to NEX if company fails to meet TSXV Continued Listing Requirements
• Loss of OTCQB market exposure could reduce trading liquidity
• Share resale restrictions limit immediate liquidity of received Kenadyr shares

Vancouver, British Columbia--(Newsfile Corp. - June 20, 2025) -  Infinitum Copper Corp. (TSXV: INFI) ("Infinitum" or the "Company") is pleased to announce it has entered into a definitive share purchase agreement dated June 13, 2025 with Kenadyr Metals Corp. (TSXV: KEN.H) (OTC: KNDYF) (FSE: KM0) ("Kenadyr") to sell 100% of Exploraciones Margarita S.A. de C.V., Infinitum's Mexican subsidiary that holds an 80% interest in the Cerro Grande copper-gold-silver property, located in Sonora, Mexico.

Transaction Terms

Under the terms of the agreement, Kenadyr will acquire 100% of the shares of Exploraciones Margarita S.A. de C.V. from Infinitum, on an "as is, where is" basis, in exchange for:

• CAD $100,000 in cash (of which a deposit of $25,000 has been paid), and

• 1,842,719 Kenadyr common shares, which are subject to voluntary resale restrictions with releases occurring over a period of 18-months.

In addition, for a period of 12 months following the closing of the sale, upon Kenadyr closing any equity financing up to and totaling $3.5 million, Kenadyr will issue to Infinitum as a post-closing payment, and for no additional consideration, such number of additional shares that will result in Infinitum continuing to hold 9.0% of the outstanding shares of Kenadyr, to a maximum of 2,588,000 additional shares.

Kenadyr is arm's length to the Company. The transaction is subject to customary conditions, including approval of the TSX Venture Exchange and the approval of the Company's shareholders. As the proposed sale would represent the disposition of the majority of the Company's assets, it may be downgraded to the NEX on closing of the disposition if as a result the Company fails to meet the TSXV Continued Listing Requirements.

Corporate Update

The Company today has voluntarily terminated its listing services on the OTCQB Venture Market ("OTCQB") trading platform. The Company's common shares remain listed for trading on the TSX Venture Exchange. The Board of Directors of the Company have made this decision after considering a number of factors including the associated listing fee expenses and administrative burden required to comply with ongoing OTCQB listing requirements. The Company intends to file further updates to the market once its delisting from the OTCQB platform is confirmed.

On Behalf of the Board of Directors

Alex Gostevskikh
Chief Executive Officer
info@infinitumcopper.com
(888) 455-7620

Neither 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.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of Canadian securities legislation. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by the Company at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. Specifically, there is no assurance the Company's sale of its Mexican subsidiary will occur on the terms and conditions as outlined above, or at all. The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks generally associated with the Company's business, as described in the Company's Filing Statement dated February 11, 2022. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256329

FAQ

What are the terms of Infinitum Copper's (INFI) sale of its Adelita interest?

Infinitum will receive CAD $100,000 in cash and 1,842,719 Kenadyr shares, with potential for up to 2,588,000 additional shares to maintain 9% ownership if Kenadyr raises up to $3.5M in equity financing.

Why is Infinitum Copper (INFI) delisting from OTCQB?

The company is voluntarily terminating its OTCQB listing to reduce associated listing fee expenses and administrative burden while maintaining its TSX Venture Exchange listing.

What regulatory approvals are needed for Infinitum's sale of Cerro Grande property?

The transaction requires approval from both the TSX Venture Exchange and Infinitum's shareholders.

What is the risk of Infinitum being downgraded to NEX?

Infinitum may be downgraded to NEX if the sale results in the company failing to meet TSXV Continued Listing Requirements, as the sale represents the majority of company assets.

What are the share resale restrictions in the Infinitum-Kenadyr deal?

The Kenadyr shares received by Infinitum are subject to voluntary resale restrictions with releases occurring over an 18-month period.