Mr. Vikas Ranjan reports

VORTEX METALS CONCLUDES THE DEFINITIVE AGREEMENT TO ACQUIRE AN 80% INTEREST IN THE ILLAPEL COPPER PROJECT, CHILE

Vortex Metals Inc. has signed the definitive agreement with Windows Minerals SCM and SLM Rio 27 De Farellon Sanchez (jointly, the optionors) for an option to acquire up to an 80-per-cent interest in the Illapel copper project. This follows the letter of intent (LOI) that was entered into on June 27, 2023, with SCM Ventana Minerals Group, a company based in Santiago, Chile, as referenced by the press release issued on June 27.

The company intends to drill stratabound Cu-Ag (copper-silver) targets proximal to the Rio 27 mine and epithermal gold targets beginning in 2024.

Illapel copper project highlights:

• Favourable geology extends north and south from the Rio 27 mine;
• Exploration permits obtained for drilling and exploration;
• Access to paved roads, power grid and water;
• 8,000-hectare prospective land package;
• Year-round drilling;
• Low elevation -- 1,500 metres above sea level.

Project overview

The Illapel copper gold project is located in the commune of Illapel, Choapa province of the fourth region of Chile, and is 250 kilometres north of Santiago. The nearest town is the mining centre of Illapel, located 25 kilometres away. Drilling may potentially commence after all regulatory approvals, including the approval from TSX Venture Exchange (TSX-V) have been received.

The region surrounding Illapel has seen extensive mining activity, both past and present. Of particular note, the El Espino copper-gold (IOCG (iron oxide-copper-gold)) project (engineering feasibility complete, awaiting final permits) is located approximately 14 km to the north, and is presently planned for development by Pucobre. Several small gold and copper mines also operate in the immediate area.

Exploration overview

Stratabound copper and silver mineralization at the Rio 27 mine is associated with north-northeast-trending structures and felsic dikes where they are intersected by west-northwest-trending structures and ocoite (andesite porphyry) dikes. Mineralized structures are hosted within a variable sequence of volcaniclastic rocks, and a vertical control is also present, with certain stratigraphic units being more favourable to manto-style mineralization. The favourable geology extends immediately north and south from the mineralization at Rio 27, and has also been identified in outcrop at multiple locations throughout the concession area with associated copper oxides.

In addition to the copper-silver mineralization, Vortex has identified several epithermal veins in the western portion of the project area that are similar geologically to gold-copper mineralization in the Farellon Sanchez district immediately to the west.

Given the above, once all regulatory approvals, including the approval from the TSX Venture Exchange are obtained, Vortex is in the process of designing a systematic program of geology and drill testing that will:

1. Test high-priority, drill-ready targets immediately to the north and south along strike from the Rio 27 mine;
2. Map, sample and test drill-targets associated with the epithermal veins in the western portion of the concession area;
3. Begin mapping and sampling of the favourable structures and dikes, with crosscutting ocoite and associated copper oxides, that are found at multiple locations within the project area.

The above program will allow Vortex to rapidly test high-priority, drill-ready targets while concurrently advancing the regional geologic work to generate additional targets for drilling.

Vikas Ranjan, chief executive officer and a co-founder of Vortex Metals, stated: "We are very excited to conclude the definitive agreement and begin exploration work. Illapel is a drill-ready project that extends from an existing copper mine. Opportunities like this are extremely rare and we look forward to drilling."

Terms and conditions

The optionors are the beneficial and legal owners of an undivided 100-per-cent interest in the Illapel property that includes portions of Rio 27 concessions that also host the Rio 27 mine.

Optionors have agreed to grant an exclusive option to Vortex to acquire a 60-per-cent interest in and to the property (the first option); and, if the first option is exercised in full, the optionors have agreed to grant an exclusive option to Vortex to acquire a further 20-per-cent interest, for a total of 80 per cent, in the entity that will be incorporated upon exercise of the first option, subject to the terms set forth herein (the second option). Such terms are described later in this press release under the heading terms and conditions of the Illapel copper deal.

The option will also include parts of Rio 27 concessions that host the Rio 27 mine, an existing mining operation owned by SLM Rio 27 De Farellon Sanchez. The Rio 27 mine has been in production since 2010, with a near-site processing plant. Farellon Sanchez has advised that, to date, approximately 400,000 tonnes of mineralized material with an average grade of 1.39 per cent copper has been processed at site. The option agreement provides a right of first refusal (ROFR) on the Rio 27 mine and processing facility.

Michael Williams, co-founder and executive chairman, commented that, "With Illapel property option now in our property stable alongside our two Mexican projects, Riqueza Marina and Zaachila, we believe that we provide our shareholders with three excellent opportunities to potentially make a discovery that could dramatically impact Vortex Metal."

The transaction is subject to several conditions, including the approval of the TSX Venture Exchange. The material terms and conditions of the definitive agreement are as follows.

Grant of first option

Vortex may exercise the first option by satisfying all of the following conditions (collectively, the first option conditions of exercise):

• Making cash payments to Windows Minerals in the following amounts and dates:
  • $200,000 on the date which is five business days following the closing date;
  • $150,000 no later than 12 months from the closing date;
  • $200,000 no later than 24 months from the closing date;
  • $275,000 no later than 36 months from the closing date;
  • $275,000 no later than 48 months from the closing date.
• Completing share issuances to Windows Minerals in the following amounts and dates:
  • Three million shares no later than the earlier of: (A) the date that is 24 months from the closing date; and (B) the date on which the company sells all, or substantially all, of its operations in Mexico;
  • Five million shares no later that the date that is 60 months from the closing date; and
  • 15 million shares no later than the date that is 72 months from the closing date.
• Making cash payments to SLM Rio in monthly instalments of $4,500, starting six months from the closing date, with a cap of $226,000, corresponding to Vortex's contribution to settle an ENAMI debt.
• Incurring exploration expenditures on the property in the following amounts and dates:
  • $2-million by the date which is 24 months from the closing date; and
  • An additional $1-million by the date that is 36 months from the closing date;
  • An additional $2-million by the date that is 48 months from the closing date;
  • An additional $5-million by the date that is 60 months from the closing date.
• Completing a prefeasibility study on the property no later than the date that is 72 months from the closing date. Notwithstanding the forgoing, Vortex may extend the time to complete the prefeasibility study referenced in this Section 5.1(d) to the date which is no later than the date which is 84 months from the closing date by paying $200,000 in cash to the optionor at the end of year five, or 60 months from the effective date of this agreement.

Vortex may, at its sole and absolute discretion, accelerate the funding with respect to the exploration expenditures set forth in Section 5.1(d) above. If Vortex incurs in exploration expenditures in an amount greater than required be an applicable date in 5.1(d), then such excess shall be credited toward the next exploration expenditure requirement.

If Vortex incurs in excess of $10-million in exploration expenditures on the property prior to the date that is 60 months from the closing date, but ultimately does not exercise the first option, Windows Minerals will grant Vortex the expenditure return royalty on its property, and a mortgage and prohibition to transfer the property in favour of Vortex to secure payment of the expenditure return royalty. Such mortgage and prohibition shall be postponed to those securities required by financing institutions to finance the development of a mining project over the property. The expenditure return royalty will have a cap on royalty payments equal to the amount of exploration expenditures incurred by Vortex on Windows Minerals' property.

All Vortex shares issuable pursuant to the definitive agreement will be subject to a 12-month contractual escrow from the date of issuance. It is expected that Ventana will nominate one person to the board of Vortex following the definitive agreement, becoming effective upon receiving all regulatory approvals, including the approval of TSX-V.

Dr. John E. Larson, PhD, is a qualified person (QP), as defined by National Instrument 43-101, and has reviewed and approved the technical content of this press release.

About Vortex Metals Inc.

Vortex Metals is the parent company of Mexican subsidiary Empresa Minera Acagold SA de CV, which is the owner of a 100-per-cent interest in two drill-ready high-potential copper volcanogenic massive sulphide (VMS) properties (Riqueza Marina and Zaachila) in the state of Oaxaca, and a third high-potential gold property (El Rescate) in the state of Puebla. The Oaxaca projects incorporate the most highly prospective areas of high-grade copper mineralized surface exposures (gossans) and prominent gravity anomalies along an emerging copper VMS belt that includes Minaurum Gold's Santa Marta project.

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