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Mogotes Metals Announces Exercise of Rights of CD Capital Fund IV L.P.

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Mogotes Metals (TSXV:MOG, OTCQB:MOGMF) announced that CD Capital Fund IV L.P. has given notice under a 2025 investor rights agreement of its intention to exercise its subscription right (the “Additional Subscription”) to increase its ownership to 19.9% on a partially diluted basis.

The Additional Subscription would involve up to 31,000,000 common shares at $0.49 per share, for potential gross proceeds to Mogotes of $15,190,000. The new shares will be subject to a four‑month‑plus‑one‑day hold period and applicable resale rules. Closing remains conditional on required regulatory and other approvals, including TSX Venture Exchange approval.

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Positive

  • Potential gross proceeds of $15,190,000 from Additional Subscription
  • Up to 31,000,000 new shares subscribed at $0.49 each
  • CD Capital intends to raise ownership to 19.9% partially diluted
  • Financing subject to formal investor rights agreement dated June 2, 2025

Negative

  • Up to 31,000,000 new shares imply material shareholder dilution
  • Closing remains conditional on regulatory and other approvals, including TSXV
  • Issued shares will be subject to a four‑month‑plus‑one‑day hold period

News Market Reaction – MOGMF

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-6.49% Session close to close

In the Jul 15 session, MOGMF declined 6.49%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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

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Toronto, Ontario--(Newsfile Corp. - July 14, 2026) - Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) ("Mogotes", or the "Company") is pleased to announce that, pursuant to the terms of an investor rights agreement with CD Capital Fund IV L.P. ("CD Capital") dated June 2, 2025 (the "Investor Rights Agreement"), CD Capital has provided notice to the Company under the terms of the investor rights agreement that it intends to exercise its right to subscribe for common shares in the capital of the Company (each, a "Common Share") to increase its ownership interest to 19.9% on a partially diluted basis (the "Additional Subscription"), being up to 31,000,000 Common Shares at a price of $0.49 per Common Share for total proceeds to the Company of $15,190,000.

The Common Shares issued pursuant to the Additional Subscription will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The closing of the Additional Subscription is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

For further information, please contact:

Mogotes Metals Inc.
Allen Sabet, President and Chief Executive Officer
Phone: (647) 846-3313
Email: info@mogotesmetals.com

Cautionary Note Regarding Forward-Looking Statements:

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.

This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305187

FAQ

What did Mogotes Metals (MOGMF) announce about CD Capital Fund IV L.P. on July 14, 2026?

Mogotes Metals announced that CD Capital Fund IV L.P. intends to exercise its right to subscribe for additional common shares. According to Mogotes Metals, this Additional Subscription aims to increase CD Capital’s ownership to 19.9% on a partially diluted basis, subject to approvals.

How many new shares will CD Capital subscribe for in Mogotes Metals (MOGMF) and at what price?

CD Capital intends to subscribe for up to 31,000,000 Mogotes Metals common shares at $0.49 per share. According to Mogotes Metals, this Additional Subscription would provide potential gross proceeds of $15,190,000 to the company, assuming the maximum number of shares is issued.

What percentage ownership will CD Capital hold in Mogotes Metals (MOGMF) after the Additional Subscription?

After the Additional Subscription, CD Capital intends to hold 19.9% of Mogotes Metals on a partially diluted basis. According to Mogotes Metals, this ownership level results from exercising rights under the investor rights agreement dated June 2, 2025, once closing conditions are satisfied.

What are the conditions for closing the CD Capital Additional Subscription in Mogotes Metals (MOGMF)?

Closing of the Additional Subscription is conditional on receiving necessary regulatory and other approvals. According to Mogotes Metals, this includes approval from the TSX Venture Exchange and satisfaction of conditions specified in the investor rights agreement before the transaction can complete.

Will the new Mogotes Metals (MOGMF) shares issued to CD Capital be freely tradable immediately?

No, the new shares will not be freely tradable immediately. According to Mogotes Metals, common shares issued under the Additional Subscription will be subject to a hold period of four months plus one day and applicable securities resale rules.

How much capital could Mogotes Metals (MOGMF) raise from the CD Capital Additional Subscription?

Mogotes Metals could raise total gross proceeds of $15,190,000 from the Additional Subscription. According to Mogotes Metals, this assumes CD Capital subscribes for the full 31,000,000 common shares at the agreed price of $0.49 per share, subject to closing.