Vancouver, British Columbia--(Newsfile Corp. - June 30, 2026) - Tier One Silver Inc. (TSXV: TSLV) (OTCQB: TSLVF) (FSE: TOV0) ("Tier One" or the "Company") is pleased to announce that on June 28, 2026 it entered into a letter of intent (the "LOI") to conditionally acquire a 70% controlling interest in a private Ecuadorian mining company, Compañía Minera Ruta de Cobre S.A. ("RDC Project Co"). RDC Project Co owns three mineral concessions in Azuay Province, Ecuador, on which a large copper-molybdenum porphyry deposit is located (the "RDC Project"), as determined based on 135,162 meters of diamond drilling completed from 2014 to 2021, with the deepest hole drilled to 688 meters.
About the 70% RDC Project Co Option
Pursuant to the LOI, Tier One would acquire the right to purchase 70% of the currently issued shares in RDC Project Co (the "Control Shares") from two arms-length shareholders and their spouses (collectively, the "Sellers"). The LOI contemplates that the parties will seek to complete their ongoing negotiations and execute a binding legal agreement (the "Definitive Agreement") within 21 days, which agreement will reflect the commercial terms described in this news release. While the parties are currently in advanced negotiations to finalize the Definitive Agreement, no assurances can be given that they will ultimately be able to reach a mutually acceptable Definitive Agreement or, if signed, that its conditions for completion, principally financing and regulatory approval, can be met.
The total purchase price payable by Tier One for all of the Control Shares is US$39.4 million (the "Purchase Price") with the right to purchase also being subject to certain work requirements described below. The Purchase Price (all $ herein are USD) is payable in instalments as follows:
Instalment | Amount (USD) | Timing |
Exclusivity payment | $100,000 | Already paid |
Loan to Sellers | $500,000 (the "Loan") | On signing of Definitive Agreement |
Initial Completion payment | $1,300,000 (less any Accrued Payables as of November 15, 2025, paid by Tier One on or before Initial Completion Date) | On Initial Completion Date (upon TSX Venture Exchange ("TSXV") Approval of Definitive Agreement) |
Effective Date payment | $2,600,000 (less amount of Loan) | On or before Effective Date |
Year 1 | $2,200,000 | On or before first anniversary of Effective Date |
Year 2 | $2,400,000 | On or before second anniversary of Effective Date |
Year 3 | $4,800,000 | On or before third anniversary of Effective Date |
Year 4 | $6,000,000 | On or before fourth anniversary of Effective Date |
Year 5 | $10,000,000 | On or before fifth anniversary of Effective Date |
Year 6 | $10,000,000 | On or before sixth anniversary of Effective Date |