Mogotes Metals Provide Update on Option Agreement

Rhea-AI Summary

Mogotes Metals (OTCQB: MOGMF) has provided clarification regarding its option agreement dated July 29, 2025, to acquire 100% of the "La Perla Uno a Diez" mining concessions in Chile's Atacama Region. The agreement includes cash payments of US$200,000 over four years and share issuances starting with 411,764 common shares at $0.20 per share, followed by four annual share issuances each valued at US$70,000.

The share issuance price will be the greater of the closing price before announcement or $0.20 per share. If shares trade below the minimum price, adjustments will be made, with any shortfall payable in cash at Mogotes Chile's option.

Positive

• Option to acquire 100% ownership of La Perla mining concessions in Chile's resource-rich Atacama Region
• Structured payment terms spread over 4 years, reducing immediate financial burden
• Minimum share price protection of $0.20 helps prevent excessive dilution

Negative

• Total commitment of US$200,000 in cash plus US$280,000 in share value over 4 years
• Potential share dilution through multiple share issuances over 4 years
• Risk of additional cash payments if share price falls below $0.20

Toronto, Ontario--(Newsfile Corp. - September 4, 2025) - Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) ("Mogotes", or the "Company") wishes to provide an update and clarifying disclosure regarding its option agreement (the "Option Agreement") dated July 29, 2025 (the "Effective Date"), with Ingenieria e Inversiones Cerro Dorado Limitada (the "Optionor") and Mogotes Metals Chile SPA ("Mogotes Chile") pursuant to which, the Company was granted an option (the "Option") to purchase 100% of certain mining concessions known as "La Perla Uno a Diez," located in the municipality of Tierra Amarilla, Province of Copiapó, Atacama Region (the "Property").

In order to exercise the Option, the Company shall make the following payments:

(1) Cash payments in the aggregate amount of US$200,000, payable to the Optionor over a period of four (4) years;

(2) Issue an aggregate of 411,764 common shares (each, a "Common Share") in the capital of the Company at a price of $0.20 per Common Share on or before July 25, 2025;

(3) Issue such number of Common Shares to the Optionor equal to US$70,000 on or before July 29, 2026;

(4) Issue such number of Common Shares to the Optionor equal to US$70,000 on or before July 29, 2027;

(5) Issue such number of Common Shares to the Optionor equal to US$70,000 on or before July 29, 2028; and

(6) Issue such number of Common Shares to the Optionor equal to US$70,000 on or before July 29, 2029.

To determine the total number of Common Shares to be issued under the Option Agreement, the Company shall use the Bank of Canada exchange rate for the date immediately before the Common Shares are to be issued, using an issue price of the greater of: (i) the closing price of the Common Shares on the exchange prior to the announcement of the corresponding payment; and (ii) $0.20 per Common Share (the "Minimum Price").

In the event that, at the time of the announcement of the corresponding payment, the Common Shares are trading at a price per Common Share lower than the Minimum Price, then the number of Common Shares to be issued to satisfy the corresponding payment will be adjusted so that the number of Common Shares issued are issued at the Minimum Price. In the event of an adjustment resulting in the value of the Common Shares being less than the required payment amount, the difference between the value of the Common Shares issued and the corresponding payment amount may be paid in cash, or, at the option of Mogotes Chile.

About Mogotes Metals Inc.

Mogotes Metals Inc. is a mineral exploration company exploring for copper and gold in the prospective Vicuña district of Argentina and Chile. Mogotes flagship project, Filo Sur, adjoins the large Filo del Sol Copper-gold-silver discovery, and is along the same N-S trending belt as the Filo Del Sol - Aurora and NGEx Minerals Lunahuasi and Los Helados copper-gold deposits.

For further information, please contact:

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

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Twitter: https://x.com/mogotesmetals

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/265122

FAQ

What are the key terms of Mogotes Metals' (MOGMF) option agreement for La Perla mining concessions?

The agreement includes US$200,000 in cash payments over 4 years, plus share issuances starting with 411,764 shares and four annual issuances of US$70,000 worth of shares each.

Where are the La Perla mining concessions that Mogotes Metals is acquiring located?

The La Perla Uno a Diez mining concessions are located in the municipality of Tierra Amarilla, Province of Copiapó, Atacama Region, Chile.

How many shares will Mogotes Metals (MOGMF) issue for the La Perla option agreement?

Initially 411,764 shares at $0.20 per share, followed by four annual share issuances each valued at US$70,000, with the number of shares determined by the greater of market price or $0.20 per share.

What happens if Mogotes Metals' share price falls below $0.20 during the option agreement?

If shares trade below $0.20, the number of shares will be adjusted to maintain the $0.20 minimum price, with any shortfall payable in cash at Mogotes Chile's option.