Mr. Robert Brown reports
FINLAY MINERALS RECEIVES TSX VENTURE EXCHANGE APPROVAL FOR PIL EARN-IN AGREEMENT
Finlay Minerals Ltd. has received TSX Venture Exchange conditional acceptance for its previously announced earn-in agreement with Freeport-McMoRan Mineral Properties Canada Inc., a wholly owned subsidiary of Freeport-McMoRan Inc., relating to its Pil property. The Pil property consists of 50 mineral claims in the Toodoggone district of Northern British Columbia. The company also entered into an earn-in agreement with Freeport relating to its Atty property. The Atty earn-in agreement is not subject to exchange approval as it qualifies as an exempt transaction under exchange Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets). The Pil and Atty earn-in agreements are arm's-length transactions, and no finders' fees are payable in connection with either earn-in agreement.
Pursuant to the Pil earn-in agreement, Freeport may acquire an 80-per-cent interest in the Pil property by making aggregate cash payments of $3-million to Finlay and completing an aggregate of $25-million of exploration expenditures on the Pil property over a six-year period. Pursuant to the Atty earn-in agreement, Freeport may acquire an 80-per-cent interest in the Atty property by making aggregate cash payments of $1.1-million to Finlay and completing an aggregate of $10-million of exploration expenditures on the Atty property over a six-year period. The earn-in in respect of each of the properties may be exercised separately, and the full details of the exercise requirements for each earn-in are set out in the table below. Following the completion of the earn-in on either of the properties, Freeport and Finlay will respectively hold interests of 80 per cent and 20 per cent in such property, and a joint venture company will be formed for further exploration and development. In the event that a party does not finance its portion of further joint venture programs, its interest in the joint venture company will dilute. Any party that dilutes to below a 10-per-cent interest in the joint venture company will exchange its joint venture company interest for a net smelter return royalty of 1 per cent on the applicable property, which is subject to a 0.5-per-cent buyback for $2-million (U.S.).
These earn-in requirements can be accelerated by Freeport at its discretion. During the earn-in period, Finlay will be the operator on the properties, collecting an operator's fee, under the direction of a joint technical committee that will approve work programs and budgets during the earn-in period.
The Pil and Atty properties are each subject to a 3.0-per-cent NSR royalty held by Electrum Resource Corp., a private company, the outstanding voting shares of which are held by company directors John A. Barakso and Ilona B. Lindsay. The company has a current right to buy back one-half of the royalty (1.5 per cent) on each property for an aggregate payment of $2-million and $1.5-million, respectively. Finlay and Electrum have entered into amended and restated royalty agreements relating to each of the Pil and Atty properties, pursuant to which, upon and subject to the exercise of the earn-in in respect of each property by Freeport, the buyback right will be amended to provide for a 2.0-per-cent royalty buyback for each property, in consideration for an increased buyback payment that will be solely financed by Freeport without joint venture dilution to Finlay, and will be divided equally between Finlay and Electrum. For the Pil property, the increased buyback will be:
- $10-million (U.S.) if the buyback is exercised on or before the date that is 60 days following the report of an initial prefeasibility study (as defined in National Instrument 43-101 (Disclosure Standards for Mineral Projects)) on the Pil property;
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$15-million (U.S.) if the buyback is exercised on or before the date that is 60 days following the report date of an initial feasibility study (as defined in NI 43-101) on the Pil property; or
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$20-million (U.S.) if the buyback is exercised on or after commercial production.
For the Atty property, the increased buyback will be:
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$5-million (U.S.) if the buyback is exercised on or before the date that is 60 days following the report of an initial prefeasibility study on the Atty property;
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$7.5-million (U.S.) if the buyback is exercised on or before the date that is 60 days following the report date of an initial feasibility study on the Atty property; or
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$10-million (U.S.) if the buyback is exercised on or after commercial production.
Under the A&R royalty agreements, Finlay and Electrum have also agreed, subject to the exercise of the applicable Freeport earn-in, to extinguish share issuance obligations of one million common shares and 500,000 common shares owing to Electrum prior to or on a production decision on the Pil and Atty properties, respectively.
Freeport-McMoRan is a leading international metal company focused on copper, with major operations in the Americas and Indonesia and significant reserves of copper, gold and molybdenum.
About the Pil property
The 100-per-cent-owned Pil property covers 13,374 hectares of highly prospective ground in the prolific Toodoggone mining district of north-central British Columbia. The core Pil claims were staked over 30 years ago by the founders of the company. Over the decades, numerous copper-gold-molybdenum porphyry and porphyry-related gild-silver epithermal targets have been identified at Pil. The identified targets are central to a broader 70-kilometre porphyry corridor trend, which includes: Centerra Gold's past-producing Kemess South Cu-Au porphyry mine and Kemess underground Cu-Au-Ag porphyry resource, Thesis Gold's Lawyers-Ranch Au-Ag epithermal resource, and the newly discovered Amarc Resources and Freeport Aurora Cu-Au-Ag porphyry. Readers are cautioned that mineralization on the foregoing regional properties is not necessarily indicative of mineralization on the Pil property. The Pil property is road accessible and permitted for the 2025 season.
About the Atty property
The 100-per-cent-owned Atty property covers 3,875 hectares in the prolific Toodoggone mining district of north-central British Columbia. The Atty property adjoins Centerra Gold's Kemess project and Amarc Resources and Freeport's Joy property. Several epithermal-style Ag plus or minus Au plus or minus Cu plus or minus base metal veins are exposed on the Atty property, and geochemical and geophysical work has outlined at least two promising porphyry targets, including the drill-ready Kem target. The Atty property is road accessible and permitted for the 2025 season.
Qualified person
Wade Barnes, PGeo, vice-president, exploration, for Finlay, a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical content of this news release.
About Finlay Minerals Ltd.
Finlay is a TSX Venture Exchange company focused on exploration for base and precious metal deposits with five 100-per-cent-owned properties in Northern British Columbia: the Pil and Atty properties in the Toodoggone, the Silver Hope Cu-Ag property (21,322 hectares), and the Say Cu-Ag property (26,202 hectares) and JJB property (15,423 hectares) in the Bear Lake corridor of British Columbia.
Finlay Minerals is advancing the Atty, Pil, JJB, Say and Silver Hope properties that host copper-gold porphyry and gold-silver epithermal targets within different porphyry districts of Northern and central B.C. Each property is located in areas of recent development and porphyry discoveries with the advantage of hosting the potential for new discoveries.
Finlay trades under the symbol FYL on the TSX-V and under the symbol FYMNF on the OTCQB.
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