Origen Signs LOI to Acquire Rare Earth Project in Brazil

Rhea-AI Summary

Origen (OTC:OGGNF) signed a Letter of Intent on October 29, 2025 to acquire a 3,978-hectare rare earth elements project in Piauí State, Brazil, with a right of first refusal on five additional concessions.

Vendor sampling (SGS lab) reported up to 1.61% TREO (not including Y) and HREE/LREE ratios indicating HREE enrichment. Origen has an exclusive 150-day due diligence window and must execute a definitive agreement within 180 days.

Proposed consideration: $50,000 USD, 2,000,000 shares now, $1,000,000 exploration spending within two years, then shares equating to 15% ownership plus a board seat.

Positive

• 3,978 hectare claim package in Piauí State
• Right of first refusal on five additional concessions
• Vendor sample up to 1.61% TREO (not including Y)

Negative

• Issue of 2,000,000 shares up front (immediate dilution)
• Obligated $1,000,000 exploration spend within two years
• Vendor to receive 15% of outstanding shares after earn-in

Vancouver, British Columbia--(Newsfile Corp. - October 29, 2025) - Origen Resources Inc. (CSE: ORGN) (FSE: 4VXA) (the "Company" or "Origen") is pleased to announce that it has entered into a Letter of Intent ("LOI") to acquire a prospective Rare Earth Elements (REE) project in Brazil. The mineral concession package totals 3,978 hectares in two separate parcels and is located in Piauí State in the Northeastern region of Brazil (the "Property").

Key Highlights

• 3,978 hectare claim package with right of first refusal on five other exploration concessions also located in Piauí State leading to potential for a district scale footprint in an emerging area.
• Sampling completed by the Vendor returned one sample grading 1.61% TREO (not including Y) with other samples ranging between 0.19 and 0.32% TREO.
• Exclusive 150 day Due Diligence Period.
• Two deposit models are being evaluated for this project: REE + U enriched phosphate beds and the Ion Absorption Clay Deposit model (IACD).
• IACD deposits produce over 80% of all heavy (H)REE supplies worldwide (as estimated in 2024).
• Initial results indicate that the phosphate concretions are enriched in HREEs making them both an attractive target and a potential source rock for HREE IACD mineralization.

"We see this opportunity as a particularly good fit with the experience of our exploration team and an in-demand target that can be evaluated quickly. Early stage, impactful acquisitions have been a key to our success in the past and we are excited to initiate the Due Diligence work on this project in the coming weeks," states Gary Schellenberg, CEO and Director.

Sampling by Weberte Giovan de Almeida and associates (the "Vendor") has indicated potential for REE mineralization on the Property. The Vendor has provided laboratory analysis of several samples from the Property conducted by SGS Société Générale de Surveillance Samin at their Brazil facility. One sample returned 1.61 % TREO (not including Y) with other samples ranging between 0.19 and 0.32% TREO. HREE / LREE ratios were 0.258 for the higher grade sample and between 0.265 and 0.949 for the other samples. SGS is an internationally experienced laboratory in geochemical analysis and assay. Analysis was performed using a lithium metaborate fusion and finished by ICP mass spectroscopy. This is considered a total extraction method suitable for evaluating REE concentrations in rock samples.

Devonian age phosphates are distinctive due to their characteristic of higher REE concentrations than other phosphate generating events. The eastern edge of the Parnaíba Basin in northeastern Brazil contains Devonian strata hosting phosphatic concretions. In addition to interest in phosphates for regional farmers, the concretions have been found to contain elevated REE and uranium values. The claim package is located in the eastern edge of the Parnaíba Basin and is underlaid by the Devonian Itaim and Pimenteira Formations, both of which are known to host phosphate concretions with elevated REE and uranium levels.

An additional deposit model being evaluated in the Due Diligence Period is the Ion Adsorption Clay Deposit (IACD) model. This model is established as an important source of REE best known in China and now also being identified in South America, Africa and Australia. While carbonatite sources dominate light (L)REE supplies, approximately 80% of heavy (H)REE supply comes from IACD sources (as estimated in 2024). IACD style mineralization has already been established in Brazil in Goiás and Minas Gerais states. A REE IACD deriving from a HREE enriched source rock would be expected to also be HREE enriched.

Origen has been granted an exclusive 150 day Due Diligence Period and must enter into a definitive agreement no later than 180 days from the date of signing of the LOI. Fieldwork for the Due Diligence Period will be assisted by the Vendor along with consultants associated to the Geology Department of the Federal University of Ceará and oversight by Coast Mountain Geological Ltd. of Vancouver, Canada.

John Harrop, P Geo., a Qualified Person as that term is defined in NI 43-101, has supervised the preparation, or approved the scientific and technical disclosure in the news release. Mr. Harrop is employed by Coast Mountain Geological Ltd. He is not independent of the Company as defined in NI 43-101. He is independent of the geochemical analysis laboratory SGS.

Terms of the Acquisition

To acquire a 90% interest following a positive due diligence outcome and entering into a definitive agreement, Origen will pay the Vendor $50,000 USD and issue 2,000,000 shares. Within two years of completion of the Due Diligence Period, Origen must incur $1,000,000 of exploration expenditures. After this two year period, Origen will issue to the Vendor a number of shares equal to 15% of Origen outstanding shares and grant the Vendor a seat on the Board of Directors. The total number of shares that will make up 15% ownership will include the 2,000,000 shares granted after the Due Diligence Period.

The Vendor also grants Origen right of first refusal on their five other exploration concessions located in Piauí State which are analogous to the two concessions subject to the LOI.

About Origen

Origen Resources Inc. is a project generator focused on identifying and advancing high-potential mineral exploration opportunities. The Company is currently conducting due diligence on a prospective rare earth element project in Brazil under a recently signed Letter of Intent, while continuing to advance its 100%-owned Los Sapitos Lithium Project in Argentina and the Wishbone Gold-Silver Project in the Golden Triangle of British Columbia. Origen also holds a portfolio of three additional precious and base metal projects in southern British Columbia for which it is actively seeking partners.

On behalf of Origen,

Gary Schellenberg,
CEO and Director

For further information, please contact Gary Schellenberg, CEO, at 604-681-0221.

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

Certain of the statements made and information contained herein may constitute "forward-looking information." In particular references to the private placement and future work programs or expectations on the quality or results of such work programs are subject to risks associated with operations on the property, exploration activity generally, equipment limitations and availability, as well as other risks that we may not be currently aware of. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272309

FAQ

What did Origen (OGGNF) agree to on October 29, 2025 regarding the Brazil REE project?

Origen signed an LOI to acquire a 3,978-hectare REE project in Piauí State and secured ROFR on five other concessions.

What is the financial consideration for Origen's proposed acquisition (OGGNF)?

Proposed consideration is $50,000 USD plus 2,000,000 shares, $1,000,000 exploration spend within two years, then shares equal to 15% ownership and a board seat.

What exploration and timeline conditions did Origen (OGGNF) receive in the LOI?

Origen has an exclusive 150-day due diligence period and must sign a definitive agreement within 180 days of the LOI signing.

How significant were the vendor sample assay results reported for the Brazil project?

Laboratory assays reported one sample at 1.61% TREO (not including Y) with other samples 0.19–0.32% TREO and HREE/LREE ratios indicating HREE enrichment.

What deposit models will Origen (OGGNF) evaluate during due diligence?

Origen will evaluate REE+U enriched phosphate beds and the Ion Adsorption Clay Deposit (IACD) model, targeting heavy REE potential.

What shareholder dilution should investors expect if Origen completes the acquisition (OGGNF)?

Investors should note issuance of 2,000,000 shares up front and a later share issuance resulting in 15% ownership for the vendor, which increases outstanding shares.