Mr. Marcel Bergeron reports
QUINTO RESOURCES ANNOUNCES THE ACQUISITION VIA AN OPTION OF THE ROUTE 109 PROJECT AND A PRIVATE PLACEMENT FINANCING
Quinto Resources Inc. has entered into a definitive option agreement with certain individuals (the optionors), dated Sept. 8, 2026, whereby the company shall have the option to acquire a 100-per-cent undivided right, title and interest in and to mineral tenures comprising the Route 109 project located in Quebec, Canada, comprising 433 contiguous claims on 24,079 hectares.
To exercise the option, the company shall complete the following:
A. Work commitments: The company shall incur an aggregate total of $3.5-million in exploration expenditures on the project during the four-year period from the effective date of the option agreement as follows:
- $1-million from the effective date to the 1st anniversary thereof (Year 1), including a minimum of $500,000 in expenditures prior to No. 1, 2026;
- $750,000 between Year 1 and the second anniversary thereof (Year 2);
- $750,000 between Year 2 to the third anniversary thereof (Year 3);
- $1-million between Year 3 to the fourth anniversary thereof (Year 4).
The expenditures to be incurred during Year 1 and Year 2 are firm commitments of Quinto regardless of whether Quinto elects to exercise the option. The expenditures to be incurred during Year 3 and Year 4 shall only be required if Quinto elects to exercise the option.
B: Cash payments: The company shall make an aggregate cash payment of $1.1-million to the optionors, as follows:
- $100,000 within two months of the effective date;
- $100,000 on or before the end of Year 1;
- $175,000 on or before the end of Year 2,
- $200,000 on or before the end of Year 3;
- $525,000 on or before end of Year 4.
The option payments payable before the end of Year 1 and Year 2, respectively, are firm commitments to the company regardless of whether the company elects to exercise the option. The option payments due by the end of Year 3 and Year 4, respectively, are required only if Quinto elects to exercise the option.
C. Share issuance: The company shall issue an aggregate total of eight million common shares in the capital of the company to the optionors. The share consideration will be subject to a voluntary 18-month escrow period, whereby the share consideration will be released in equal tranches over such period. The issuance of the share consideration is due upon the acceptance of the option agreement by the TSX-V and is issuable irrespective of whether the option is exercised by the company.
In the event that the company exercises the option, upon transfer of the project to Quinto, the optionors shall retain a 3.0-per-cent net smelter returns royalty on the project. The company shall have the right to purchase half of the NSR royalty (reducing it to 1.5 per cent) at any time by paying the optionors $5-million.
In addition, the company shall make certain one-time milestone payments to the optionors of: (i) $1.5-million in event of a compliant National Instrument 43-101 technical report demonstrating measured mineral resources and indicated mineral resources of one million or more ounces of gold on the project; and (ii) $3.5-million upon a production decision being made with respect to the project.
The company is an arm's-length party from each of the optionors. There is no finder's fee payable in connection with the option agreement.
The option agreement is subject to the approval of the TSX Venture Exchange and the shares of the company will be halted in accordance with the policies of the TSX-V and will remain halted pending TSX-V permission to resume trading.
All monetary amounts disclosed in this news release are provided in Canadian dollars, unless otherwise stated.
About the project
The company anticipates the project to be a prospective gold and base metal play; the project is located between:
- Eldorado Gold's Detour Gold East project (to the northwest);
- Nuvau Minerals Matagami base metal and gold project (to the north);
- Agnico-Eagle's/Vior's Kenabik gold project (to the southeast);
- Opus One's Noyell gold project, Formation Metals N2 gold project and Maple Gold's Douay gold project (all to the south).
The project is a district-scale, early stage gold exploration opportunity located 20 kilometres south of the town of Matagami along Route No. 109 in the heart of Quebec's Abitibi greenstone belt, one of the world's most prolific Archean gold provinces, which has yielded an aggregate of 200 Moz (million ounces) gold since the early 1900s. The project has excellent road access and full infrastructure, and is positioned between producing and developing major assets such as Douay, Vezza, Matagami, Casa Berardi, Detour Lake, Fenelon, and Joutel.
Furthermore, the project has a Tier 1 geological setting within the Harricana-Turgeon volvanic and sedimentary package bounded two major gold-fertile deformation corridors: the La Gauchetiere shear Zone (to the north), part of the Detour deformation zone and the Casa Berardi deformation zone (to the south), providing a structural framework analogous to major nearby deposits.
The project is well underexplored but highly prospective hosting:
- 16 historic gold showings;
- Six km historic till anomaly with values up to 2.8 grams per tonne Au (defined in 1987) but never drilled;
- 57 geophysical targets identified by Dube (2024), none tested by drilling.
Historic drilling at the property has totalled 46,544 metres in 230 holes, averaging under 200 m depth equivalent to a drilling density of 2.2 metres per hectare.
The project represents one of the largest underexplored structural gold systems remaining in the Abitibi greenstone belt, with gold-zinc potential that is supported by structural complexity, geophysics, historic showings and untested anomalies.
Private placement
The company is also pleased to announce non-brokered private placement offerings of: (i) flow-through units of the company (each, a FT unit), at a subscription price of 10 cents per FT unit, for aggregate gross proceeds of up to $1.5-million (representing a maximum issuance of 15 million FT units); and (ii) hard-cash units of the company (each, an HC unit) at a price of 7.5 cents per HC unit, for gross proceeds of up to $500,000 (representing a maximum issuance of 666,666 HC units).
Each HC unit comprises one common share in the capital of the company and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one additional common share at an exercise price of 15 cents per warrant share for a period of 24 months from the date of issuance.
Each FT unit shall consist of one common share that will qualify as a flow-through share for the purposes of the Income Tax Act (Canada) and one-half of one common share purchase warrant, with each FT warrant entitling the holder thereof to purchase one additional common share at a price of 20 cents per common share for a period of 24 months from the date of issuance.
The company will pay finders' fees in the amount of up to 8 per cent cash commission and warrants in connection with the closing of the offerings, in relation to subscribers of either offering that were introduced to the company by an arm's-length finder.
The FT units and HC units will be offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities underlying the FT units and HC units will be subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The offerings will be subject to the approval of the TSX-V and any other applicable regulatory approvals.
The company intends to use the net proceeds of the offerings to fulfill its cash-payment obligations under the option agreement and for general working capital purposes.
Shares for debt
The company also announces that it intends to settle up to $75,000 of debt through the issuance of units of the company to an arm's-length creditor of the company at a price of six cents per unit. Each unit consists of one common share and one-half common share purchase warrant. Each debt warrant will be exercisable for one common share at a price of 15 cents per common share for a period of 24 months from issuance date.
The issuance of the securities pursuant to the Debt Settlement is subject to the acceptance of the TSX-V. All securities issued will be subject to a four-month hold period which will expire on the date that is four months and one day from the date of issue.
Share consolidation
The company also reminds its shareholders that pursuant to its press release issued on Aug. 27, 2026, the company intends to implement a consolidation of its common shares on the basis of five preconsolidation common shares for every one postconsolidation common share, subject to the approval of the company's shareholders at the upcoming annual general and special meeting schedulled for Sept. 16, 2026.
As such, the prices and number of the securities offered pursuant to the offerings and debt settlement and the exercise prices enumerated above are all provided on a postconsolidation basis. If the consolidation is not approved by the shareholders, the prices and number of securities will be adjusted to the preconsolidation figures.
Qualified person and cautionary note
The technical content of this news release has been reviewed and approved by Jean Lafleur, PGeo (OGQ No. 833), technical adviser to the company and a qualified person as defined under National Instrument 43-101.
References to nearby or adjacent producing mines are for geographic and geological context only. Mineralization on neighbouring properties is not necessarily indicative of mineralization on the company's property. Readers are cautioned not to rely on such information as evidence of the existence of a mineral resource or reserve on the company's property.
About Quinto Resources Inc.
Quinto Resources is a Canadian mining exploration company.
We seek Safe Harbor.
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