Toronto, Ontario--(Newsfile Corp. - July 13, 2026) - Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) ("Mogotes", or the "Company") is pleased to announce that it has entered into a binding term sheet with Rio Tinto Exploration Canada Inc. ("Rio Tinto") under which Rio Tinto or an affiliated company will subscribe for 30,387,857 units of the Company (the "Units") at a price of C$0.70 per Unit (the "Offering Price") for gross proceeds of approximately US$15,000,000, equivalent to C$21,271,500, (the "Placement"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"); each whole Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$1.00 for a period of 18 months from closing. On closing of the Placement, Mogotes and Rio Tinto will enter into a strategic and technical alliance focused initially on the Company's Filo Sur project in the Vicuña district of Argentina and Chile (the "Alliance").
Highlights:
Rio Tinto to take an initial ~5% interest in Mogotes through a C$21,271,500 priced at C$0.70 per Unit.
Each Unit includes one-half of a Warrant –15,193,929 Warrants in aggregate - exercisable at C$1.00 for 18 months, representing potential additional proceeds to the Company of up to approximately C$15,193,929.
Proceeds of the Placement will be used to advance work programs at the Filo Sur project.
Rio Tinto and Mogotes will negotiate definitive long-form agreements, including a subscription agreement, an investor rights agreement and an exclusivity agreement, establishing a Strategic & Technical Alliance covering Filo Sur and the broader Vicuña portfolio.
Conditional upon completion of the Placement, Rio Tinto to receive a 15-month period of exclusivity with respect to the Filo Sur project, extendable by mutual agreement for a further 6 (six) months. During the exclusivity period, Rio Tinto will also have a right to match third-party proposals involving the Filo Sur project or the subsidiaries that hold the Filo Sur project.
Conditional upon completion of the Placement, Rio Tinto will have a top-up right entitling it to acquire up to 9.99% of the Common Shares on a partially diluted basis at any time during the exclusivity period. The top-up right will be exercisable at a price per share equal to the greater of the 20-day volume weighted average trading price and a 20% premium to the closing price on the last trading day prior to exercise, in each case subject to TSXV approval. Rio Tinto will also be granted customary pre-emptive rights to participate in securities offering of Mogotes in order to maintain its proportionate ownership during the exclusivity period.