The TSX Venture Exchange has accepted for filing a share purchase agreement dated Oct. 4, 2024, among Camino Minerals Corp., Santiago Metals Investment Holdings II SLU and Santiago Metals Investment Holdings II-A LLC, Nittetsu Mining Co. Ltd., and Camino-Nittetsu Mining Chile SpA (JVCO) which constitutes a reverse takeover for the company (the RTO). The RTO resulted in JVCO (an entity existing under the laws of Chile in which Camino and Nittetsu each hold a 50-per-cent ownership interest) acquiring a 100-per-cent ownership interest in Cuprum Resources Chile SpA, which owns the Puquios project located in the La Serena district, Region IV, Chile.

As partial consideration for the RTO (i) the company issued to Santiago Metals an aggregate of 23,333,333 common shares in the capital of the company, at a deemed issue price of 45 cents; and (ii) Nittetsu delivered to the vendors a cash payment in the amount of $9,932,480.96 (such amount representing the remaining portion of the cash consideration payable to the vendors under the terms of the share purchase agreement, in the amount of $9.9-million plus $32,480.96 for the cash balance held by Cuprum). In accordance with the terms of the share purchase agreement, the vendors are also entitled to receive five contingent payments (collectively, the contingent payments) of up to $25-million in the aggregate, as previously announced by the company and also described in the management information circular of the company dated Feb. 12, 2025 (as amended effective March 6, 2025, the circular). Up to 50 per cent of each contingent payment may be settled in common shares, in accordance with the terms of the share purchase agreement.

The RTO constituted a non-arm's-length transaction within the meaning of the policies of the exchange and a related party transaction within the meaning of MI 61-101 -- Protection of Minority Security Holders in Special Transactions. The exchange has been advised that the RTO was approved by the shareholders of the company at a special meeting held on March 31, 2025, and was completed on April 16, 2025.

For further information, see the company's circular and news releases dated June 27, 2024, Oct. 7, 2024, and April 17, 2025, which are available under the company's profile on SEDAR+.

The company is classified as a mining company.

Capitalization:  unlimited common shares with no par value of which 67,878,377 common shares are issued and outstanding

Escrowed:  28,167,135 common shares, 500,000 share purchase warrants and 1,333,334 stock options

Escrow term:  three years