Mr. Cameron MacDonald of Aurwest reports

AURWEST ENTERS PURCHASE & SALE AGREEMENT FOR SALE OF STARS PORPHYRY COPPER-MOLY PROJECT

Aurwest Resources Corp. has entered into a purchase and sale agreement dated Oct. 4, 2024, with Interra Copper Corp., pursuant to which, and subject to the terms and conditions contained therein, the company will sell 100-per-cent right, title and interest in the Stars property, an early-stage porphyry copper-molybdenum discovery, covering 3,761 hectares (ha) in central British Columbia.

Highlights

• Upon closing, Aurwest will receive an aggregate cash and equity consideration of approximately $1.1-million (1) comprising $250,000 in cash, 10 million common shares and 2.5 million common share purchase warrants of Interra.
• As a result of the acquisition, Aurwest will be a significant shareholder of Interra, and, upon closing of the acquisition, Interra will appoint Cameron MacDonald to its board of directors.
• The acquisition will be subject to the approval of Aurwest shareholders, and a shareholder meeting is expected to be called and held in due course.
• The Stars discovery exhibits several historical exploration drill holes with significant copper and molybdenite mineralization that requires further development better suited for a strong technical team with a proven record of resource development, which Interra brings to this project.
• Interra Copper's leadership and advisory teams comprise senior mining industry executives who have a wealth of technical and capital markets experience, and a strong record of discovering, financing, developing and operating mining projects on a global scale, having held various senior roles, including in Aurelian Resources Inc. (sold to Kinross for $1.2-billion in 2008), Lion Energy Corp. (sold to Lundin's African Oil Corp. in 2011), Glencore, Freeport-McMoRan, Gold Royalty Corp., Goldcorp Inc., Hudbay Minerals and Agnico-Eagle Mines Ltd. Further background on the leadership available is available on Interra's website.

Total consideration is calculated using Interra Copper's closing share price of 8.5 cents as of Oct. 4, 2024.

Mr. MacDonald, chief executive officer of Aurwest, commented, "I am looking forward to assisting Interra's senior management, board and advisory team in financing exploration of the Stars property, and exposing Aurwest shareholders to the upside potential of Interra advancing this property, along with the Rip and Thane properties currently held by Interra."

Acquisition terms

Under the terms of the purchase and sale agreement, and subject to completion of certain terms and conditions, the company will sell its undivided 100-per-cent right and interest in the property to Interra for cash payments of $250,000, and receiving 10 million common shares of Interra and 2.5 million common share purchase warrants of Interra, with the warrants being exercisable for 24 months at a price of 15 cents per common share to Aurwest, which such securities are subject to a statutory hold period of four months and one day from the date of issuance as well as contractual escrow restrictions on transfer to be affixed as a legend to the common shares and warrants for up to 24 months from the date of closing of the acquisition. There is also a grant to underlying third parties of a 2-per-cent net smelter return royalty (NSR) on all minerals produced from the property. Interra shall have the right to repurchase at any time 1 per cent of the NSR for consideration of $2-million based on the terms of the underlying royalty agreements. The acquisition contemplated by the purchase and sale agreement is expected to close on or before Dec. 15, 2024, and is subject to customary closing conditions and approvals, including regulatory approvals, Canadian Securities Exchange approval and shareholder approvals as it relates to sale of the property. A finder's fee of 3 per cent on the acquisition purchase price is payable by the company in connection with the completion of the acquisition to an arm's-length third party.

New board member of Interrra From Aurwest

Conditional upon the successful completion of this acquisition, Mr. MacDonald, CEO of Aurwest, will join the board of Interra. Mr. MacDonald has over 18 years of capital markets public company experience as founder and CEO of Macam group of companies, specializing in capital markets, mergers and acquisitions, banking, financial management, and operations. He has been investing in start-up companies since 2002, and has helped raise over $300-million in equity and over $650-million in debt financings. Mr. MacDonald is currently the president and CEO of Tenth Avenue Petroleum Corp., and director of Pacific Bay Minerals Ltd., and serves as an investor and board member for several other businesses.

Brian Thurston, president and CEO of Interra, commented: "Acquiring the Stars property is transformative for Interra. The company changes from a junior exploring to make a discovery to a junior with a discovery that is looking to define a resource. The Star property has two complementary exploration upsides, with an established zone of higher-grade mineralization that Interra can grow and define, and a much broader underexplored area with high potential for new discovery. After evaluating the technical data, our exploration team is highly motivated to apply this new exploration model to this exciting property."

About Interra Copper Corp.

Interra Copper is focused on building shareholder value through the exploration and development of its two early-stage copper exploration assets located in British Columbia, Canada.

The Thane project, located in the Quesnel Terrane of northern B.C., spans over 20,658 ha with 10 high-priority targets identified demonstrating significant copper and precious metal mineralization. The company has an earn-in option of up to 80 per cent on a joint-venture agreement on the RIP project, located in Stikine Terrane in a prolific belt of Late Cretaceous (Bulkley plutonic suite), known for copper-molybdenum deposits.

Interra Copper's leadership and advisory teams comprise senior mining industry executives who have a wealth of technical and capital markets experience, and a strong record of discovering, financing, developing and operating mining projects on a global scale. Interra Copper is committed to sustainable and responsible business activities in line with industry best practices, supportive of all stakeholders, including the local communities in which it operates. The company's common shares are principally listed on the Canadian Securities Exchange under the symbol IMCX.

About Aurwest Resources Corp.

Aurwest is a Canadian-based junior resource company focused on the acquisition, exploration and development of gold properties in Canada. The company currently has two option agreements to earn a 100-per-cent interest in Paradise Lake, a 23,600-hectare (236-square-kilometre) package of gold exploration licences within the emerging central Newfoundland gold district. The company currently holds a 100-per-cent interest in the Stellar copper/gold project, located approximately 25 kilometres southwest of Houston, B.C.

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