Mr. Andrew Gottwald reports

PASINEX ANNOUNCES ENTRY INTO OPTION AND PURCHASE AGREEMENT

Pasinex Resources Ltd.'s 100-per-cent-owned subsidiary, Pasinex Arama ve Madencilik Anonim Sirketi, has entered into an option and purchase agreement with a local Turkish company, Aydin Teknik, which may lead to the purchase of 100 per cent of a Group IV lead-zinc operating licence called Sarikaya, located in the Kayseri province. This property is outside the area of influence of the joint venture with the Kurmel group of companies.

About the property

The Yahyall-Develi region is economically the most important carbonate-hosted lead-zinc region in Turkey. Mining activities in these deposits started in the Bronze Age and was continued by the Romans, and mining operations continue to the present day. There are more than 50 known lead-zinc occurrences in this region. In most of these operations, mining activities are generally carried out by local owners at shallow depths (zero to 50 metres) with very limited drilling and the use of modern exploration techniques (Mineral Resources of Turkey).

The Sarikaya licence (which means yellow rock in Turkish) covers over 660 hectares, located approximately 40 kilometres east of the town of Develi, Kayseri, and approximately 40 kilometres east of the Delikkaya zinc-lead mine and 30 kilometres northeast of the Saim Budin mine. It is estimated that 2.7 million tonnes of 40 per cent zinc plus lead have been produced in the Delikkaya mine to date (zinc greater than 25 per cent). The Saim Budin zinc-lead mine has been producing since 1945. Centerra's Oksut gold mine, which was discovered in 2007, is operating near the town of Develi. These successful operations have resulted in the generation of substantial mining infrastructure and understanding of the mineral industry amongst the local community.

Sarlkaya has an operation licence, which was granted on Sept. 3, 2019, and will expire Sept. 3, 2029. The production permit was received in early 2024. It is estimated that, between 1980 and 1990, approximately 20 to 30 tonnes of high-grade zinc carbonate material was produced from the Sarikaya property. Since then, no mining or exploration work was carried out on the property for 15 years. Work on the licence was restarted in 2024 after the granting of the production permit. An exploration gallery of approximately 180 metres was opened in 2024, as zinc sulphide, with grades between 30 per cent to 35 per cent zinc, was found below the zinc carbonate occurrence. This mineralization was discovered five to 10 metres below the surface. Approximately 550 tonnes of high-grade zinc sulphide material have been produced by limited and primitive mining methods carried out by a small team of miners (between five and seven) in the past six months. Sarikaya is in an area with excellent infrastructure, including roads and electrical power. All mining operations in the future are expected to be by underground methods reducing the footprint of the operations.

Pasinex first visited the licence two years ago. A detailed geological study has not been carried out in the field, but, during the early scoping visits, zinc carbonate outcrops were detected along a fault over a strike length of approximately 1.2 kilometres. Pasinex believes that the zinc sulphide discovered under the zinc carbonate in the exploration gallery continues along this strike. The lack of drilling activities within the licence area implies that the potential depth extent of this occurrence has yet to be tested. Mining activities initiated by Aydin Teknik in 2024 were located at the northern end of this fault strike.

Pasinex has many years of mining experience in carbonate-hosted deposits in this region. In addition, Pasinex's local team with international experience provides a great advantage to Pasinex. After completing exploration work, diamond drilling and establishing a resource, Pasinex's aim is to produce high-grade, direct shipping material from this Sarikaya property.

Aydin Sen, exploration manager of Pasinex Arama, stated: "In Sarikaya, there is locally outcropping near the surface, high-grade zinc mineralization along a one-kilometre-long fault, which has not yet been drill tested. This is an exciting exploration opportunity. Drilling to be carried out along a line of approximately one kilometre will reveal the great potential in the licence."

Larry Seeley, executive chair of Pasinex Resources, stated: "We are impressed and excited about the potential of Sarikaya as a high-grade zinc mine producing DSO [direct shipping ore], along with exploring and developing the zinc resource of Sarikaya. The present production of high-grade zinc shows the potential as well."

Grant of the option

The property is held by Aydln Teknik Madencilik Ve Insaat Sanayi Ve Ticaret Sirketi. The shares of Aydin Teknik are wholly owned by Abdullah Aydin (the optionor). Pasinex Arama shall pay $250,000 (U.S.) to the optionor upon the signing of the agreement. This amount has been paid in full as the agreement has been signed. Aydin Teknik will be able to continue its mining operations on the property until six months after the signing of the agreement. Thereafter, for a period of six months, Pasinex Arama can make an additional payment equal to the purchase price less the option purchase price in order to obtain 100 per cent of the shares of Aydin Teknik.

Terms of the purchase

In accordance with the terms and conditions of this agreement, the terms of the purchase are as follows: (a) Pasinex Arama must pay a total of $2.6-million (U.S.); (b) after Pasinex Arama has paid the purchase price, Pasinex Arama shall pay the optionor an 8-per-cent net smelting return (NSR) for the zinc sulphide production and a 5-per-cent NSR for the zinc carbonate production produced within the licence, after such production is sold.

About Pasinex Resources Ltd.

Pasinex is a Toronto-based mining company that owns 50 per cent of Horzum Maden Arama ve Isletme Anonim Sirketi (Horzum AS) through its 100-per-cent owned subsidiary, Pasinex Arama. Horzum AS holds 100 per cent of the producing Pinargozu high-grade zinc mine. Horzum AS sells directly to zinc smelters and or refiners through commodity brokers from its mine site in Turkey. The company also holds a 51-per-cent interest, with an option to increase to an 80-per-cent interest of a high-grade zinc exploration project, the Gunman project, located in Nevada. Pasinex has a strong technical management team with many years of mineral exploration and mining project development experience. Pasinex's mission is to explore and extract high-grade ore to drive growth and wealth for all of its stakeholders, including shareholders, employees and the communities of its operations, meeting all requirements in safety, health and the environment.

We seek Safe Harbor.