Mr. Ian Atacan reports

PASINEX CONSOLIDATES 100 PER CENT OWNERSHIP OF HORZUM A.S.

Pasinex Resources Ltd. has executed a share transfer and settlement agreement with Kurmel Holding A.S., Akmetal Dis Ticaret Madencilik Sanayi ve Ticaret A.S. Akmetal Madencilik Sanayi ve Ticaret A.S. and Birant Kurmel (all together, Kurmel Holding), Pasinex Arama ve Madencilik A.S. and Horzum Maden Arama ve Isletme A.S.

Under the agreement, Kurmel Holding will transfer its 50-per-cent shareholding in Horzum A.S. to Pasinex Arama.

Completion of the share transfer is subject to approval by Turkey's General Directorate of Mining and Petroleum Affairs (MAPEG) and other customary corporate and registration steps. Upon receipt of approvals and completion of registrations, Pasinex Arama will own 100 per cent of Horzum A.S., which includes the Pinargozu zinc mine and the Akkaya and Mahyalar licences in Turkey.

Key terms of the agreement

• Equipment allocation: Equipment belonging to Horzum A.S. will be allocated between the parties, with some of the equipment transferred to Kurmel Holding. Equipment essential to the continuity of Horzum A.S.'s mining operations will remain with Horzum A.S.

• Land transfer: Three parcels of land located in front of licence No. 541 will be transferred for a fee equivalent to $10,000 (U.S.) to be satisfied by the transfer of equipment to Kurmel Holding by Horzum A.S.

• Production-linked payments only: After completion and contingent on production at Pinargozu (lead-zinc ore greater than 30-per-cent grade, suitable for direct sale).

Pasinex Arama will pay to Kurmel Holding:

• $600,000 (U.S.) upon production of 10,000 tonnes;

• $1-million (U.S.) upon cumulative production of 20,000 tonnes.

Production volumes will be determined based on quantities declared to the relevant state authorities. If economic production is not achieved or targets are not met (including grade greater than 30 per cent), no payments are due.

Full and final settlement

Except for the production-linked payments above and the equipment allocation set out in the agreement, Kurmel Holding (including Kurmel group companies) waives all other receivables and claims against Horzum A.S., Pasinex Arama and Pasinex Resources, and will update its records accordingly. Pasinex Arama will have no receivables or claims against Kurmel Holding and Kurmel Holding group companies upon completion.

Strategic rationale and next steps

Consolidating 100-per-cent ownership of Horzum A.S. is expected to streamline decision-making, support further exploration and production at Pinargozu, and facilitate underground access to Akkaya from existing workings. Following execution, the share transfer will be submitted to MAPEG for approval; corporate registration steps will then be completed to finalize the transfer.

Management commentary

Dr. Larry Seeley, executive chairman of Pasinex, stated: "This agreement is a decisive step toward full ownership of Horzum A.S., aligning payments to performance and clearing a path for continued exploration and production at Pinargozu. Importantly, it also facilitates underground access to Akkaya, enhancing our ability to advance that property. Together with our recent debt conversion and progress at Sarlkaya, this settlement removes legacy uncertainty in Turkiye and positions Pasinex for sustainable growth and long-term value creation for our shareholders."

Jonathan Challis, chairman of Horzum A.S., stated: "With the signing of this agreement, we are looking forward to resuming exploration and development at Pinargozu, where past operations have proven the potential to produce low-cost, high-grade direct shipping ore. When exploration activities were suspended in 2024, underground drilling had just intercepted a new area of similar mineralization, some 60 metres below the lowest working level. The immediate focus of our efforts will be to delineate this zone and to complete the decline to that level. In addition, work will resume from underground in evaluating the Akkaya licence where the adit has been completed to the property boundary. We believe that the combination of three licences now under Horzum's full control, two of which, Pinargozu and Sarikaya, have a history of profitable production, augurs well for the future success of Pasinex."

About Pasinex Resources Ltd.

Pasinex Resources is a growing, zinc-focused mining company based in Toronto. Through its wholly owned subsidiary, Pasinex Arama, the company owns 50 per cent of Horzum A.S. Horzum A.S. owns and operates the producing Pinargozu high-grade zinc mine in Turkey, selling directly to zinc smelters and refiners via commodity brokers. Pasinex also holds a 51-per-cent interest in the Gunman project, a high-grade zinc exploration project located in Nevada.

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