Mr. Joseph van den Elsen of Pampa reports

PAMPA METALS AND RUGBY RESOURCES ENTER INTO DEFINITIVE AGREEMENT

Pampa Metals Corp. and Rugby Resources Ltd. have entered into a definitive arrangement agreement, providing for, among other matters, the acquisition by Pampa Metals of 100 per cent of the outstanding common shares of Rugby under a statutory plan of arrangement, which replaces and supersedes the letter agreement between the parties (refer to the joint press release of Pampa Metals and Rugby dated Feb. 19, 2025). Pursuant to the arrangement, Rugby shareholders will receive one common share of Pampa Metals for every 6.4 Rugby shares. In addition, as part of the arrangement, Rugby shareholders will receive common shares (SpinCo shares) of a newly formed exploration company, Aegis Resources Ltd. (Rugby SpinCo), on the basis of one SpinCo share for every 10 Rugby shares held.

Arrangement highlights:

• Transaction to create a leading South American-focused copper explorer holding two significant discoveries in one of the world's premier copper-producing belts;
• Focused strategy to create substantial shareholder value through:
  • Rapid exploration and advancement of Pampa Metals' flagship Piuquenes copper-gold porphyry project in Argentina;
  • Recommencing drilling at Rugby's Cobrasco copper-molybdenum porphyry discovery in Colombia;
  • Initial assessment of the prospective Mantau iron oxide copper/gold project in Chile;
• Pampa Metals intends to pursue a dual listing on the Australian Securities Exchange and the TSX Venture Exchange;
• Significant corporate and technical synergies available through multiasset approach;
• Refreshed board and management team to drive shareholder value creation;
• Strong year-round multiasset news flow;
• All-share transaction reflects compelling value for both sets of shareholders.

Joseph van den Elsen, Pampa Metals president and chief executive officer, commented: "Securing the Cobrasco and Mantau projects via the acquisition of Rugby adds an exciting pipeline of high-quality South American copper exploration projects to our portfolio.

"Rugby has already demonstrated Cobrasco to be an exceptional exploration opportunity based on the potential size and grade of the porphyry system outlined to date, and we look forward to continuing to explore this potential for a world-class copper deposit discovery on the property.

"Separately, this season, we continue to define and expand the high-grade Piuquenes Central system in areas of previously sparse drilling. With multiple results now pending, including assays from maiden drill testing at Piuquenes East, we look forward to further updating the market on our highly successful 2024-2025 drill program."

Arrangement terms

Pursuant to the arrangement agreement dated April 21, 2025, between Pampa Metals, Rugby and Rugby SpinCo, Pampa Metals will acquire all the issued and outstanding Rugby shares in exchange for Pampa shares by way of a statutory plan of arrangement, under the Business Corporations Act (British Columbia), on the basis of one Pampa share for every 6.4 Rugby shares. There are currently 107,473,718 Pampa shares outstanding. Upon completion of the arrangement, the Rugby shareholders will hold approximately 38 per cent of the then outstanding Pampa shares. Based on the current number of issued and outstanding Rugby shares, Pampa Metals will issue approximately 65,097,403 Pampa shares to the Rugby shareholders in exchange for all of the outstanding Rugby shares. Outstanding options and warrants of Rugby will upon completion of the arrangement entitle the holders to acquire Pampa shares with appropriate adjustments made to the exercise price and number of Pampa shares issuable.

On completion of the arrangement, Bryce Roxburgh, the president and chief executive officer of Rugby, will be appointed to the board of directors of Pampa Metals, and the current members of the board of directors of Rugby will resign.

Prior to the acquisition of the Rugby shares by Pampa under the arrangement, Rugby will transfer to Rugby SpinCo the following assets in consideration for SpinCo shares which Rugby will then distribute under the arrangement to its then existing shareholders on the basis of one SpinCo share for every 10 Spinco shares held, and Rugby SpinCo will cease to be a subsidiary of Rugby:

1. A 20-per-cent joint venture interest in the Cobrasco project, which is free carried to completion of a feasibility study;
2. El Zanjon and Venidero gold-silver projects in Argentina;
3. A joint venture interest in the Georgetown project, a copper-gold exploration project in Australia;
4. A 1.5-per-cent net smelter return royalty over the Mantau iron oxide copper/gold project, subject to a right to buy back a 0.5-per-cent net smelter royalty at fair market value within 12 months of completing a preliminary feasibility study recommending advancing to a full feasibility study.

On completion of the arrangement, Rugby SpinCo will become a reporting issuer in British Columbia and Alberta. There is no current intention to list the SpinCo shares on a stock exchange.

The arrangement is subject to, among other conditions standard for a transaction of this nature, Rugby shareholder, court and regulatory approval. Rugby and Pampa Metals are arm's length, and there is no finders' fees being paid in connection with the arrangement.

The terms of the arrangement will be described in further detail in the management information circular of Rugby to be filed with the regulatory authorities and mailed to the Rugby shareholders in accordance with applicable securities laws. The special meeting of Rugby shareholders to approve the arrangement is expected to take place in late June, 2025.

All directors of Rugby have entered into voting and support agreements with Pampa Metals, pursuant to which they have agreed to vote Rugby shares held by them in favour of the arrangement at the meeting.

A special committee composed of an independent director of Rugby, established to review the arrangement, received a written fairness opinion from its financial adviser. The opinion stated that the arrangement is fair, from a financial point of view, to the shareholders of Rugby.

The Rugby board has determined that the arrangement is in the best interest of Rugby and its shareholders, and has unanimously approved the arrangement. The Rugby board intends to recommend, in the management information circular of Rugby for the meeting, that the Rugby shareholders vote in favour of the arrangement.

Rugby securityholders and other interested parties are advised to read the materials relating to the arrangement that will be filed by Rugby with the securities regulatory authorities in Canada when they become available. Anyone can obtain copies of these documents when available, free of charge, on SEDAR+.

Next steps

Rugby will call a special general meeting for shareholders to approve the arrangement. The special general meeting is expected to be held in late June, 2025. Rugby is currently preparing a management information circular for distribution to shareholders. The management information circular will set out all the relevant information regarding the transaction.

About Pampa Metals Corp.

Pampa Metals is a copper-gold exploration company listed on the Canadian Securities Exchange, the Frankfurt Stock Exchange and the OTC exchange.

In November, 2023, Pampa Metals announced it had entered into an option and joint venture agreement for the acquisition of an 80-per-cent interest in the Piuquenes copper-gold porphyry project in San Juan province, Argentina.

About Rugby Resources Ltd.

Rugby is an exploration company conducting discovery-stage exploration on a portfolio of copper, gold and silver targets in Colombia, Argentina and Chile. The Colombian Cobrasco project is located along the western Cordillera belt, which hosts large-scale copper-molybdenum mines in Chile, Peru and Panama (and more recent significant projects discovered in Ecuador). This belt has not been subjected to modern exploration in Colombia. Rugby looks to advance the Cobrasco project to demonstrate the economic potential of a major discovery for Colombia. The discovery of significant new copper opportunities is essential for the mining industry to supply the copper necessary to transition from fossil fuels to advanced electrification.

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