Mr. Guy Goulet reports

CERRO DE PASCO RESOURCES CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT FOR TOTAL CURRENT FINANCING OF $2.0 MILLION

Further to its news release of Sept. 22 and Nov. 20, 2023, Cerro de Pasco Resources Inc. has closed the final and oversubscribed tranche of its non-brokered private placement. In connection with the closing of the final tranche, the company issued 2.28 million units at 10 cents per unit for gross proceeds of $228,000.

Under the two tranches of the offering, the company raised aggregate gross proceeds of $2-million.

Each unit comprises one common share in the capital of the company and half of one unit purchase warrant. Each whole warrant entitles the holder thereof to purchase one additional unit at a price of 15 cents per warrant unit until the earlier of the date which is 24 months after its issuance and, if applicable, the accelerated expiry date (as defined hereinafter). Each warrant unit will consist of (i) one additional common share and (ii) one additional transferable common share purchase warrant. Each underlying warrant will entitle the holder thereof to acquire one additional common share at a price of 25 cents per underlying warrant share until the expiry date.

In the event that, during the period following 24 months from the closing date of the offering, the volume-weighted average trading price of the common shares exceeds 60 cents per common share for any period of 20 consecutive trading days, the company may, at its option, following such 20-day period, accelerate the expiry date of the warrants by delivery of notice to the registered holders thereof and issuing a press release and, in such case, the expiry date of the warrants and the underlying warrants, as applicable, shall be deemed to be 5 p.m. Montreal time on the 30th day following the later of (i) the date on which the acceleration notice is sent to warrantholders, and (ii) the date of issuance of the warrant acceleration press release.

In connection with the completion of the final tranche of the offering, the company paid finder's fees of $12,090 and issued 120,900 warrants to arm's-length third parties as finder's fees to certain parties who assisted the company by introducing subscribers to the placement.

The company intends to use the net proceeds from the offering towards the development of the Quiulacocha tailings and for working capital.

The securities issued in the last tranche of the private placement are subject to a four-month-and-one-day statutory hold period expiring on May 18, 2024.

Issuance of common shares to consultants

In November and December, 2023, the company issued a total of 640,000 common shares to consultants, including (i) 600,000 common shares at a deemed value of 10 cents per common share as debt settlement in accordance with the terms of a termination agreement entered into in November, 2023; and (ii) 40,000 common shares at a deemed value of 7.5 cents as consideration for services provided pursuant to consultation agreements entered into in May, 2022. These common shares are subject to a statutory hold period ending four-month-and-one-day from the date of their issuance, in accordance with applicable securities laws.

About Cerro de Pasco Resources Inc.

Cerro de Pasco Resources is a mining and resource management company with unparalleled knowledge of the mineral endowment in the city of Cerro de Pasco and its surroundings. Initially, the company will unlock the useful life of the mine and extend the concession areas in its Santander mining operation, applying the highest safety, environmental, social and governance standards.

We seek Safe Harbor.