Mr. Joseph van den Elsen of Pampa Metals reports

PAMPA METALS AND RUGBY RESOURCES COMPLETE ARRANGEMENT TRANSACTION

Pampa Metals Corp. has completed the acquisition of all the issued and outstanding common shares of Rugby Resources Ltd. (refer to April 22, 2025, news release). Under the terms of the court-approved arrangement, 65,165,185 common shares of Pampa Metals are being issued in connection with closing to former Rugby shareholders on the basis of one Pampa share for every 6.4 Rugby shares.

In connection with the arrangement, Bryce Roxburgh, outgoing president and chief executive officer of Rugby, has been appointed to the board of directors of Pampa Metals and will also remain a director of Rugby.

Arrangement highlights:

• Creation of a leading South American-focused copper explorer holding two significant discoveries along the world's premier copper producing belt and a compelling undrilled copper-gold target proximate to Marimaca Copper's Pampa Medina sulphide discovery (refer to July 3, 2025, news release);
• Focused strategy to create substantial shareholder value through:
  • Rapid exploration and advancement of the flagship Piuquenes copper-gold porphyry project in San Juan, Argentina;
  • Recommencing drilling at Rugby's Cobrasco copper-molybdenum porphyry discovery in Choco, Colombia;
  • Initial assessment of the Mantau copper-gold prospect in Antofagasta, Chile.
• Pursuing a dual listing on the Australian Securities Exchange and the TSX Venture Exchange.

Joseph van den Elsen, president and chief executive officer of Pampa Metals, commented: "This is an exciting time to be a Pampa Metals shareholder. This year, we have significantly expanded the footprint of the Piuquenes Central porphyry system and the recent discovery of a second copper-gold-mineralized porphyry-breccia system at Piuquenes East confirms the project is host to multiple mineralized porphyry systems.

"Securing the Cobrasco and Mantau projects via the acquisition of Rugby has added an exciting pipeline of high-quality, advanced-stage 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.

"Bryce's deep industry experience and first-hand working knowledge is an invaluable addition to the board as we rapidly explore the potential for a world-class copper deposit discovery at Cobrasco. Concurrently, we have commenced reconnaissance fieldwork at the Mantau project, strategically located in the world's leading copper-producing region."

Mr. Roxburgh, president and chief executive officer of Rugby Resources, commented: "The outgoing board of rugby believes the closing of this transaction will be transformative for Rugby shareholders. It works for three reasons. Firstly, it creates the opportunity to advance exploration on the Rugby copper portfolio and, most significantly, the Cobrasco copper-molybdenum discovery. We have been under financed for several years and have not remotely done justice to the calibre of the discovery. Secondly, shareholders have the upside of Pampa's Piuquenes copper-gold project. The deposit is high grade by industry standards and strategically located. Importantly, there is potential for further discoveries in the project area. The third reason is Joseph van den Elsen's ability to communicate with shareholders and the mining industry. I believe I can work with him and the board to bring further successes to Pampa Metals and bring the financial rewards for shareholders that we have worked so hard to achieve. Lastly, I would like to thank the Rugby team for their incredible effort and loyalty both in the field and in our corporate office."

Following the arrangement, former Rugby shareholders hold approximately 30.86 per cent of the issued and outstanding Pampa shares. The TSX-V will disseminate a notice announcing the delisting of the Rugby shares. Pampa Metals will cause Rugby to apply to the relevant Canadian securities regulatory authorities to cease to be a reporting issuer under applicable Canadian securities laws.

Biography of Mr. Roxburgh

Mr. Roxburgh was a founding shareholder of Rugby with 50 years of experience in the exploration and mining industry.

Mr. Roxburgh initially worked for Amoco Minerals Australia Company and Cyprus Mines Corp. as regional manager for Eastern Australia and Southeast Asia until 1989, where his exploration teams discovered the Selwyn and Red Dome mines. For the next decade, he was exploration manager for Arimco NL and Climax Mining Ltd. in Eastern Australia, Southeast Asia and South America, where his teams which discovered the Didipio gold-copper mine in the Philippines.

In 2003, he established and managed Exeter Resource Corp., which discovered the Caspiche copper-gold porphyry in Chile, which was subsequently acquired by Goldcorp (now Newmont). Mr. Roxburgh was co-chairman of Extorre Gold Mines Ltd., which was spun out from Exeter with the Cerro Moro gold silver discovery in Argentina. Extorre was acquired by Yamana Gold (now Pan American Silver).

Spinout and Aegis Resources Ltd.

Additionally, under the terms of the arrangement, for every 10 Rugby shares held, Rugby shareholders received one common share in a new exploration company, Aegis Resources Ltd., which became a reporting issuer in British Columbia and Alberta as a result of the arrangement. There is no current intention to list common shares of Aegis on a stock exchange.

As part of the arrangement, the following assets were transferred from Rugby to Aegis:

1. A 20-per-cent joint venture interest in the Cobrasco project, which is free carried to completion of a feasibility study;
2. The 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 (NSR) over the Mantau iron-oxide-copper-gold project, subject to right to buy back a 0.5-per-cent net smelter return royalty at fair market value within 12 months of completing a preliminary feasibility study recommending advancing to a full feasibility study.

Letter of transmittal

Registered Rugby shareholders should send their completed and executed letters of transmittal and their Rugby share certificates to the depository, Odyssey Trust Company, as soon as possible in order to receive the consideration, being both the Pampa Metals shares and the shares of Aegis, to which they are entitled under the arrangement. Non-registered Rugby shareholders who hold shares through a broker or another intermediary should follow the instructions provided to them by their brokers or such other intermediaries. A copy of the letter of transmittal is available on SEDAR+ under the Rugby profile.

About Pampa Metals Corp.

Pampa Metals is a copper-gold exploration company listed on the Canadian Securities Exchange, Frankfurt Stock Exchange and the OTCQB exchange, rapidly advancing two high-potential copper discoveries in the prolific Andean porphyry belts of Argentina, Colombia. The company has been actively drilling multiple porphyry copper-gold discoveries on the Piuquenes copper-gold project in San Juan province, Argentina, under an option and joint venture agreement (earning an 80-per-cent interest) signed in November, 2023.

In July, 2025, Pampa Metals completed the acquisition of Rugby Resources and its Cobrasco and Mantau copper projects in Colombia and Chile, respectively. Cobrasco is a new copper discovery of potential scale in the early stages of exploration.

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