Libra Lithium Announces $33m Earn-In Agreement with Kobold Metals and Announces Go-Public Transaction via Reverse Takeover of PowerStone Metals

Libra Lithium Announces $33m Earn-In Agreement with Kobold Metals and Announces Go-Public Transaction via Reverse Takeover of PowerStone Metals


Libra Lithium Corp. ("Libra" or the "Company") is pleased to announce that it has entered into an earn-in agreement (the "EIA") with a wholly-owned Canadian subsidiary of KoBold Metals Company ("KoBold") to jointly explore the Company's Flanders South, Flanders North and Soules Bay-Caron ("SBC") lithium projects in Ontario, Canada (collectively, the "Earn-In Properties"). Pursuant to the EIA, KoBold will have the option to earn a 75% interest in the Earn-In Properties by incurring up to CAD$33M in exploration expenditures over six years.

KoBold Metals Company is a US-based exploration and mining company that combines expertise in geosciences with artificial intelligence, machine learning, and data science to improve and accelerate the exploration process in search for the critical minerals necessary for the global energy transition.

Libra further announces that the Company and PowerStone Metals Corp. (CSE: PS) ("PowerStone" or "ShellCo") have entered into a non-binding letter of intent dated December 2, 2024 (the "LOI") in respect of a proposed business combination (the "RTO") that would result in the reverse takeover of ShellCo by Libra. The completion of the RTO will be subject to, among other things, the common shares ("Resulting Issuer Shares") of the resulting entity (the "Resulting Issuer") being listed on the Canada Securities Exchange (the "CSE") and the Resulting Issuer fulfilling all of the applicable regulatory and listing requirements. Following the completion of the RTO, the Company is expected to become a wholly-owned subsidiary of ShellCo or otherwise combine its corporate existence with that of ShellCo to form the Resulting Issuer, which will hold all the assets and projects and continue the business of Libra.

"Our team pulled through, coming out on top from what has been a challenging lithium market over the past two years. In Fall 2023 we made our first spodumene discovery, sampling up to 2.86% Li2O within a 35m-wide pegmatite at Flanders South. Fast forward to Summer 2024, and we had discovered a new pegmatite field in the span of less than two weeks at SBC, with 18 spodumene outcrops, pegmatites up to 30m wide, samples up to 6.64% Li2O, and spodumene crystals up to 0.4m long. With limited capital, we were able to build a company with a large portfolio of lithium assets and discover lithium mineralization on three grassroots projects in under a year. We have proven our ability to systematically screen through ground and be cost-efficient, and with the market nearing a bottom, we see tremendous opportunity to be counter-cyclical. The KoBold earn-in agreement and contemplated go-public transaction with PowerStone will create a well-financed, publicly traded entity, backed by an astute shareholder base of long-term believers in the green energy transition" said Koby Kushner, CEO of Libra.

"We are excited to enter into this earn-in agreement with Libra and are looking forward to exploring the Flanders South, Flanders North, and SBC projects. The three projects are compelling, and we are eager to follow up on the encouraging data that Libra has collected to date. Furthermore, we believe that combining Libra's capable team with KoBold's experienced explorationists and exploration technology will set us up for success. We look forward to working with Libra" said Daniel Enderton, Chief Strategy Officer at KoBold Metals.

KoBold Earn-In Agreement

Libra has executed an EIA with KoBold, dated November 13, 2024, to explore the Earn-In Properties. Pursuant to the EIA KoBold has the option to earn a 75% interest in each of the Earn-In Properties by incurring up to CAD$33,000,000 in cumulative exploration expenditures across the Earn-In Properties over six years.

During the earn-in period, KoBold shall be responsible for expenses and maintenance of the claims subject to the terms of the EIA. Further, KoBold and Libra shall form a technical committee, with two members from each party, to regularly review progress and findings of exploration programs and determine next steps, with KoBold reserving final discretion over the exploration programs.

Payment and Expenditure Schedule

To meet the 75% earn-in thresholds for the Earn-In Properties, KoBold must complete the following:

  • Initial Cash Payment to Libra (completed) - CAD$445,000 within 14 days of the effective date of the EIA as reimbursement of exploration expenditures for work completed before the EIA was finalized;
  • Year 1 Anniversary - completion of cumulative exploration expenditures of CAD$750,000, which is a firm commitment and may be allocated across any of the Earn-In Properties;
  • Year 3 Anniversary - completion of cumulative exploration expenditures of up to CAD$11,000,000 to earn a 51% interest on a project-by-project basis ("Stage 1"); and
  • Year 6 Anniversary - completion of cumulative exploration expenditures of up to CAD$33,000,000 to earn a 75% interest on a project-by-project basis ("Stage 2").

The Stage 1 and Stage 2 earn-in thresholds vary by project, as shown in the table below:

Furthermore, KoBold has retained Libra as an exploration contractor for a period ending on the earlier of two years from the effective date of the EIA, or the date on which the EIA is terminated with respect to the SBC project. In exchange for exploration services, KoBold will pay Libra a monthly cash fee of CAD$35,000.

KoBold shall also pay to Libra the following milestone payments with respect to each of the Flanders South and Flanders North projects:

MilestoneMilestone Payment (CAD$)
Inferred Resource of at least 100,000 tons of lithium oxide$250,000
Pre-Feasibility Study$500,000
Feasibility Study$750,000
First Ore Production$1,000,000

Formation of Joint Venture Company

Upon KoBold achieving a Stage 1 cumulative earn-in threshold, the parties shall form a joint venture for the applicable project pursuant to which KoBold shall initially own 51% and Libra 49% (the "Kobra JV"). Upon KoBold achieving the Stage 2 cumulative earn-in threshold, KoBold's ownership interest in the Kobra JV shall increase to 75%. After the earn-in period, each party will be responsible for funding its pro-rata share of project costs or will be diluted; a party that gets diluted below 10% shall have its interest converted to a 1% net smelter return (NSR) royalty. The Kobra JV shall be governed by a board of directors ("Board"), initially composed of two members appointed by KoBold and two members appointed by Libra. The Board shall appoint a manager of the daily affairs of Kobra JV, with KoBold as the initial manager.

Flanders South, Flanders North and SBC Highlights

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Figure 1: Libra's project portfolio, showing projects under the KoBold EIA.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_001full.jpg

Flanders South and Flanders North

  • District-scale position in the Quetico Subprovince, spanning over 50,000 hectares;
  • Limited historical exploration, with zero historical work assessment reports prior to Libra;
  • Located ~230km west of Thunder Bay, near Atikokan, a former mining town;
  • Easily accessible, with a network of logging roads and the Flanders all-season road off Highway 11;
  • Libra's first-pass exploration program in 2023 included LIDAR surveys and prospecting, resulting in new discoveries:
    • Hundreds of LCT pegmatites, with surface exposures up to 200m wide (Flanders North);
    • The Homer spodumene-bearing pegmatite, up to 35m-wide, at least 160m long, with grab sample assays up to 2.86% Li2O (Flanders South);
      • Homer lies adjacent to pegmatite outcrops with similar geochemistry, showing potential for a stacked pegmatite system; and
      • Homer occurs within a 6.5km-long structural corridor of highly anomalous pegmatites.
    • The Nelson tantalite-bearing pegmatite, with grab samples up to 4,469 ppm Ta2O5 (Flanders South).

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Figure 2: Map of Flanders South and Flanders North (right); map over Homer spodumene pegmatite (left).

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_002full.jpg

SBC

  • Spanning 15,570 hectares, SBC covers a newly discovered lithium district abundant with spodumene pegmatite outcrops;
  • Located south of Pickle Lake, a historic gold mining town equipped with board accommodation and an airport, SBC boasts easy access via paved highway and nearby infrastructure including rail at Savant Lake;
  • In 2024, Libra conducted a LIDAR survey and 12-day, helicopter-supported prospecting program, and within that timeframe discovered:
    • 18 spodumene-bearing pegmatite outcrops over a 12km trend;
    • Apparent stacking of spodumene pegmatites, closely spaced;
    • Individual spodumene-bearing pegmatites up to 30m wide at surface; and
    • Coarse-grained spodumene crystals, up to 0.4m long, returning up to 6.64% Li2O in grab samples.
  • To date, only approximately 2% of SBC has been explored.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/9331/232089_184358fda458d996_003.jpg

Figure 3: Map over SBC project showing spodumene showings (right); photograph of pale, coarse-grained, spodumene crystals (top-left).

To view an enhanced version of this graphic, please visit:
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Summary of the RTO

It is contemplated that the RTO will proceed by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of ShellCo will acquire Libra in exchange for ShellCo shares (the "Acquisition"). Upon completion of the RTO, it is anticipated that the Resulting Issuer will be listed as a mining issuer on the CSE, with Libra as its primary operating subsidiary. The business of the Resulting Issuer will be primarily focused on advancing the Company's existing project portfolio, including the Flanders South, Flanders North and SBC projects which are subject to the KoBold EIA, and the evaluation and acquisition of additional grassroots lithium exploration assets.

The completion of the RTO is subject to a number of terms and conditions, including and without limitation, the negotiation and execution of a definitive agreement in respect of the RTO (the "Definitive Agreement"), there being no material adverse changes in respect of either ShellCo or Libra, the parties obtaining all necessary consents, orders, regulatory, court and shareholder approvals, including the conditional approval of the CSE, satisfactory completion of due diligence by both parties and other standard conditions of closing for a transaction in the nature of the RTO. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Proposed Management and Directors of Resulting Issuer

The following sets out the names and backgrounds of certain persons who are expected to be officers and directors of the Resulting Issuer.

Koby Kushner, P.Eng., CFA - Chief Executive Officer and Director

Mr. Koby Kushner, P.Eng., CFA, is the Chief Executive Officer and a director of Libra. He has spent most of his career as a mining engineer and more recently, an equity research analyst. Prior to entering finance, Mr. Kushner worked at several mines in Ontario and Manitoba, including Hemlo (Barrick Gold), Detour, Rice Lake, and others. During this time, Mr. Kushner has seen projects advance through all stages of development, including exploration, production, and closure. He then moved into equity research at Red Cloud Securities, a mining-only investment bank, where he wrote on over 100 companies across various stages of development and a wide range of commodities, with a particular focus on precious and energy metals. He holds a BSc in Mining Engineering from Queen's University, is a licensed Professional Engineer in the province of Ontario and is a CFA charterholder.

David Goodman, B.Com, LL.B (cum laude), CFA - Chairman

David Goodman, B.Com, LL.B, CFA, is the Chairman of Libra. Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001 and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while growing assets under management from $5 billion to approximately $50 billion, until its ultimate sale in 2011 to a Canadian bank. In the past Mr. Goodman was a member of the boards of DundeeWealth, Repadre Capital Corporation, Dundee Corporation, SickKids Foundation and a trustee of the Dundee REIT. Mr. Goodman was previously the head of Global Asset Management for a major Canadian bank and CEO of Dundee Corporation. In addition to his business interests, Mr. Goodman is the founder and CEO of Humour Me, an annual charity event whereby high-profile executives compete in stand-up comedy and has raised over $25 million to date for worthy causes.

Ben Kuzmich, MSc., P.Geo. - VP Exploration

Mr. Ben Kuzmich, MSc., P.Geo, is a professional geologist with a proven track record of exploration success in Canada throughout Ontario, Manitoba, and the Yukon. His accomplishments include the delineation of the E-Zone at Barrick's Hemlo gold mine, where he managed a $20M drill program, and where his reinterpretation of geologic models resulted in a 23% improvement in underground head grade for 2019. Outside of Hemlo, he led the discovery of the Little Wing gold occurrence at Alamos's Lynn Lake project as well as numerous REE/LCT pegmatite, precious, and base metal occurrences throughout the Superior Province. He completed his MSc thesis at Lakehead University on the highly endowed, critical mineral-rich Ring of Fire in northern Ontario, and his undergraduate thesis on S-type granitic intrusions.

Zachary Goldenberg, JD / HBA - Director

Zachary Goldenberg is the current Chief Executive Officer of PowerStone and a principal of Liberty Venture Partners, a Toronto-based advisory and investment firm focused on startup and growth companies in rapidly emerging industries. A corporate lawyer by background, Zach has significant experience in both the private and public markets as an advisor, investor and board director and has spent much of the past decade working with companies transitioning from private to public navigate the Canadian public venture markets and to source and close strategic transactions. Zach is a graduate of the combined JD / HBA from Western Law and Ivey School of Business, is a member of the TSX Venture Exchange's Ontario Advisory Committee and is a recipient of ICD.D designation from the Institute of Corporate Directors.

About Libra Lithium Corp.

Libra is a Canadian mineral exploration company focused on the discovery and development of the critical minerals necessary for the green energy transition. Libra's Flanders South, Flanders North, and SBC lithium projects in Ontario are being explored under a CAD$33M earn-in deal with KoBold. In addition, Libra has 100% ownership over its Toivo, Burton, Bitchu, Tennant, Battery Hill, Kivinen, and Twist projects in Ontario and its Nemiscau project in Quebec. The Libra team comprises a mix of seasoned executives, engineers, and geoscientists, with extensive experience in mining and mineral exploration, capital markets, asset management, energy, and First Nations engagement.

About PowerStone Metals Corp.

PowerStone is a mineral exploration company focused on the identification and exploration of high-quality critical and precious metals assets, in favorable mining jurisdictions. PowerStone is a reporting issuer in the Provinces of Ontario, British Columbia and Alberta, Canada and its common shares are currently listed for trading on the Canadian Securities Exchange. For more information, please visit www.powerstonemetals.com.

All information contained in this news release with respect to Libra was supplied by Libra, and PowerStone and its directors and officers have relied on Libra for such information.

Contact Information

Zachary Goldenberg
Chief Executive Officer, PowerStone Metals Corp.
e: zach@libertyvp.co
t: 647-987-5083
Koby Kushner
Chief Executive Officer, Libra Lithium Corp.
e: kkushner@libralithium.com
t: 416-846-6161

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements, including statements about PowerStone and Libra's future plans and intentions and completion of the Acquisition. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, PowerStone and Libra cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and PowerStone and Libra assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Completion of the Acquisition is subject to receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

The CSE has in no way passed upon the merits of the business of PowerStone and Libra and has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

QA/QC

Due to the high degree of variability in the sampled pegmatites and granites, the reported grab samples may not be representative of the overall mineralization / characteristics of the bedrock. Grab samples were collected in the field with a hammer and were generally greater than 1 kg in weight. The grab samples were delivered by Libra geologists to ALS Geochemistry Thunder Bay prep labs. Samples were assayed by ALS Geochemistry, Vancouver analytical lab which is an ISO 17025 accredited laboratory and is independent of the Company. The samples were digested using a sodium peroxide fusion and assayed by ICP-MS for trace elements (i.e. ME-MS89L). ALS Geochemistry inserted standards, blanks, pulp duplicates and prep duplicates into the sample stream.

Qualified Person

Ben Kuzmich, M.Sc., P.Geo. supervised the preparation of the scientific and technical information that formed the basis for the written disclosure in this news release. Ben Kuzmich is the VP of Exploration for Libra and the Qualified Person (as such term is defined by National Instrument 43-101). He has verified the data disclosed in this press release, including the sampling, analytical and test data underlying the information. To verify the data related to the sampling program, he has discussed sampling procedures with responsible site staff; discussed and reviewed assay and QA/QC results with responsible personnel; and reviewed supporting documentation, including with respect to sample location and orientation.

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CoTec Holdings (TSXV:CTH)

CoTec Holdings

Investor Insight

CoTec Holdings combines proprietary processing technologies with undervalued and legacy resource assets to create high-margin opportunities across rare earths, iron and copper sectors. With three execution-stage projects and a significant discount to attributable NAV, CoTec provides differentiated exposure to strategic minerals tied to electrification, AI infrastructure and supply-chain security.

Overview

CoTec Holdings (TSXV:CTH, OTCQX:CTHCF) is redefining the future of rare earth magnet recycling and strategic material extraction. Its portfolio spans rare earth magnet recycling, iron tailings reprocessing and emerging copper extraction technologies, all directed at fast-tracking revenue generation and reducing energy and capital intensity compared to conventional mining.CoTec Holdings mining model

Key Technologies

The company’s modular, capital-efficient model — including joint ventures and strategic subsidiaries — positions it for scalable growth and streamlined execution. With significant advancement in project execution, two completed feasibility studies, a third underway and an independent pre-feasibility study for HyProMag USA’s U.S. expansion completed in October 2026, CoTec is moving toward transforming its technology suite into commercial operations.

Why Invest in CoTec?

Why invest in CoTec Holdings

  • Differentiated Growth Model: Capital-light strategy deploying modular technologies at brownfield assets to accelerate timelines and reduce capital intensity.
  • Strategic Commodity Exposure: Exposure to rare earths, iron and copper — key materials for electrification, AI infrastructure, robotics and other critical supply chains.
  • Execution-Stage Portfolio: Three projects advancing through feasibility, engineering and financing stages.
  • Aligned Leadership: Strong insider ownership and experienced management with deep mining and capital markets expertise.
  • Lower-Carbon Production: Technologies designed to reduce energy use, water consumption and emissions relative to conventional mining.

Company Highlights

  • Technology-Driven Value Creation: Deploys proprietary, low-carbon processing technologies to extract value from waste, tailings and marginal deposits that traditional mining overlooks.
  • Execution-Stage Projects: Advancing three core assets — HyProMag USA magnet recycling, the Lac Jeannine iron tailings project, and MagIron iron ore feedstock, concentrator and pelletizer — with clear development pathways.
  • Expanding Rare Earth Footprint: HyProMag USA advances its scalable US hub-and-spoke rare earth magnet recycling roll-out using the Hydrogen Processing of Magnetic Scrap (“HPMS”) technology, with Inserma HDD pre-processing machines installed in South Carolina and Nevada and power secured for the Texas Hub. An independent Pre-Feasibility Study (October 2026) outlines a four-plant U.S. platform that would roughly quadruple planned magnet capacity to approximately 4,192 metric tons per year by 2034.
  • Strategic Copper Focus: Established a new subsidiary, CoTec Copper, to accelerate targeted investment in copper tailings and copper sulfide deposits globally, leveraging CoTec’s core technologies to unlock value.
  • Iron Ore & Green Steel: Advancing iron tailings reprocessing at Lac Jeannine and supporting the restart of MagIron in Minnesota and Indiana, which is now advancing merchant pig iron as its primary development strategy while retaining DR-grade pellet optionality, to supply high-grade feedstock for low-carbon steel production.
  • Strong Insider Support: Insiders own approximately 58 percent of shares, reinforcing alignment with long-term value creation.
  • Experienced Leadership: Board and executives bring deep mining, technology and capital markets experience from leading global organizations.

Key Technologies and Assets

HyProMag USA Projec

HyProMag USA project

HyProMag USA is CoTec’s flagship rare earth recycling platform and a cornerstone of its strategy to localize critical mineral supply chains. The project deploys Hydrogen Processing of Magnetic Scrap technology to recover neodymium iron boron magnets from end-of-life electronics and industrial equipment through a simplified hydrogen-based process that bypasses traditional chemical separation and smelting. This short-loop approach dramatically reduces energy use, water consumption and emissions while lowering operating complexity and cost.

The company’s phased development plan is targeting commissioning of its initial neodymium-iron-boron magnet cutting and finishing operations in Texas in H1 2027, with Phase 1 of the integrated Northlake, Texas recycling and magnet manufacturing facility targeted for completion in mid-2028. Up to 20 tonnes of magnet blocks supplied by HyProMag Group in the United Kingdom and Germany will be shaped and finished at HyProMag USA's operations for U.S. customers. Power capacity for the Texas Hub has been secured with Oncor, expected to be supplied predominantly from renewable energy, and contractor selection and permitting are underway. In October 2026, an independent Pre-Feasibility Study by PegasusTSI and BBA USA outlined an expansion to three additional plants and a Central Texas Hub, taking the platform to approximately 6,000 metric tons per year of salable material by 2034.

Watch an overview of HyProMag USA here: https://www.youtube.com/watch?v=v0d7rKdwu_s

Highlights

  • CoTec holds a 60.3 percent economic interest.
  • Northlake, Texas facility post-tax NPV of approximately US$723 million at forecast prices (October 2026 update to the 2024 Feasibility Study, reflecting detailed engineering and finalized equipment orders).
  • Northlake capital cost estimated at approximately US$167 million (AACE Class 2), with Phase 1 targeting about 1,034 metric tons per year of payable production and Phase 2 about 1,526 metric tons per year.
  • Initial magnet cutting and finishing operations, and first U.S. magnet sales, targeted for H1 2027.
  • Independent Pre-Feasibility Study (October 2026) indicates an incremental post-tax NPV of US$1.85 billion to US$2.06 billion and post-tax IRR of 31 to 36 percent for three additional plants and a Central Texas Hub, at a capital cost of approximately US$623 million to US$656 million; combined with Northlake, platform post-tax NPV of US$2.6 billion to US$2.8 billion and NdFeB magnet capacity of approximately 4,192 metric tons per year by 2034.
  • Inserma pre-processing machines have been installed at South Carolina and Nevada facilities to support feedstock preparation and scale-up of the hub-and-spoke rollout.
  • Integrated Texas Hub’s Hydrogen Processing of Magnet Scrap section targeted for mid-2028.
  • HyProMag GmbH, the HyProMag Group’s German operation in Pforzheim, was designated a Strategic Project under the EU Critical Raw Materials Act in October 2026, underscoring the strategic relevance of the HPMS technology.

Lac Jeannine Iron Project

CoTec Holdings Lac Jeannine Iron project

The Lac Jeannine project is an advanced tailings reprocessing initiative designed to transform legacy mining waste into high-purity iron concentrate for steelmaking. By leveraging existing infrastructure and modern processing technologies, the project aims to unlock value from previously discarded material while simultaneously advancing environmental reclamation. This approach aligns economic return with environmental remediation and supports domestic iron supply.

Metallurgical test work has demonstrated the project's ability to produce a high-purity iron concentrate grading in excess of 67 percent FeT, the threshold for high-purity iron under the Québec and Canadian critical and strategic minerals frameworks. CEO Julian Treger said that this validates the resource’s quality and the effectiveness of the company’s processing strategy. “(It also supports) our vision of transforming a historic environmental liability into a strategic asset capable of supporting the global transition to lower-carbon steel production."

Highlights

  • Indicated resource of about 31 Mt at 6.8 percent iron and inferred resource of about 71 Mt at 6.8 percent iron (2026 MRE).
  • After-tax NPV7 of US$91.9 million and IRR of 29.6 percent (2026 PEA).
  • Initial capex estimated at US$69.4 million.
  • 15-year mine life
  • A 41 percent increase in the resource according to the 2026 PEA, with a global increase in total iron grade from 6.7 to 6.8 percent.
  • Feasibility Study underway with BBA Consulting, with permitting and offtake discussions in progress.

MagIron represents a restart-ready brownfield iron ore deposit, concentrator and pelletizer project in Minnesota and Indiana, that benefits from an estimated $660m in historical capital investment, targeting the production of direct-reduction grade pellets for low-carbon steelmaking. The project benefits from extensive existing infrastructure and prior capital investment, allowing rapid recommissioning compared with greenfield developments. Its strategic positioning targets rising demand for domestically sourced feedstock for electric arc furnaces and decarbonized steel production.

Senior leadership changes have been made to support the ongoing development of MagIron, especially regarding restarting its iron ore concentrator in Minnesota and pellet plant in Indiana. In August 2026, a concept study by Primetals Technologies confirmed three technically credible pathways to produce approximately 2 million tonnes per year of granulated pig iron at MagIron’s facilities. MagIron is now advancing pig iron as its primary development strategy while retaining DR-grade pellet optionality, and independent test work at the Natural Resources Research Institute confirmed that MagIron concentrate can produce DR-grade pellets.

Highlights

  • CoTec owns approximately 17 percent.
  • Definitive Feasibility Study shows after-tax NPV of about US$1.60 billion and IRR about 27.6 percent.
  • Average annual production is about 2.6 Mt DR-grade pellets.
  • Life of mine is about 32 years.
  • Payback period is about 3 years and 7 months.
  • Mine and concentrator permits in place; pellet plant permitting in progress
  • Raised additional capital at a pre-money valuation of US$550 million from existing shareholders

CoTec Copper

CoTec Copper is a dedicated subsidiary created to accelerate the company’s exposure to copper, one of the most strategically important electrification metals. The unit focuses on acquiring and advancing copper tailings projects and sulphide deposits, particularly in historically productive mining jurisdictions where modern processing technologies can unlock additional value from previously uneconomic material. It leverages CoTec’s existing technology portfolio to enhance recoveries and lower operating costs.

Highlights

  • Targets assets in Tier 1 mining regions across the United States, Australia, Latin America and Africa.
  • Focuses on both tailings reprocessing and sulphide copper deposits.
  • Designed as a scalable growth platform to expand CoTec’s copper exposure.
  • Definitive joint venture shareholder agreement with Copper Intelligence (September 2026) to pursue historical copper tailings opportunities in the Democratic Republic of Congo, with funding to be sought from the U.S. International Development Finance Corporation and other sources once sufficient scale is achieved.
  • Non-binding framework agreement with Battery Mineral Resources (October 2026) toward a Strategic Economic Joint Venture at the Punitaqui copper mining district in Chile.

Binding Solutions

Binding Solutions provides a cold agglomeration technology that converts ultrafine mineral waste into ISO-compliant pellets or briquettes suitable for industrial use, particularly in green steel production. Unlike traditional pelletizing processes that rely on high-temperature furnaces, this approach operates at low temperatures, drastically reducing energy consumption and emissions while enabling monetization of low-grade or waste materials.

Highlights

  • Uses about 95 percent less energy than conventional pelletizing.
  • Generates about 98 percent fewer emissions.
  • Applicable to iron and other mineral fines.

Ceibo

Ceibo’s oxidative heap-leaching technology is designed to improve copper recovery from sulphide ores such as chalcopyrite, which account for the majority of global copper reserves but are traditionally difficult and costly to process. The process enhances recovery rates while lowering environmental impact and capital intensity, potentially transforming the economics of many existing copper assets.

Highlights

  • Potential recovery improvement from about 30 percent to approximately 75 percent.
  • Targets refractory sulphide deposits often considered uneconomic.
  • CoTec holds a minority equity interest and a seat on the technical advisory board.
  • Completed Series B financing of over US$30 million led by Energy Impact Partners to fund the scaling of the technology.
  • Investor syndicate includes BHP Ventures. Ceibo has partnered with Glencore’s Lomas Bayas operation in Chile (2024) and produced first copper cathodes at a demonstration plant with Compañía Minera San Gerónimo (2025).

WaveCracker

WaveCracker is a microwave-assisted mineral processing technology being advanced in collaboration with McGill University. The system uses targeted microwave energy to weaken mineral structures before conventional processing, improving metal liberation, reducing reagent consumption and lowering overall processing costs.

Highlights

  • Focused initially on copper sulphide applications.
  • Designed to accelerate leaching and recovery kinetics.
  • Builds on more than 30 years of microwave mineral processing research.

Salter Cyclones

Salter Cyclones technology uses multi-gravity separators to recover ultra-fine minerals from tailings streams that traditional processing methods cannot efficiently capture. By enabling recovery of metals from waste material, the system creates new revenue streams while reducing environmental liabilities associated with tailings storage.

Highlights

  • Applicable to iron, manganese and other fine mineral commodities.
  • Exclusive global rights for iron applications and regional exclusivity for manganese during the initial agreement period.
  • Converts waste into high-grade concentrates suitable for market.
  • CoTec-owned commercial-scale SCMG2 unit under assembly in the UK, with factory acceptance testing from Q3 2026, for deployment at Corem in Québec as a commercial testing and demonstration platform supporting Lac Jeannine and third-party iron ore opportunities.

Management Team

Julian Treger - Chief Executive Officer and Director

Julian Treger previously served as the CEO of Anglo Pacific Group before establishing Audley Capital Partners. At Audley, Treger directed the team through acquisitions totaling $570 million and achieved a realized Internal Rate of Return (IRR) of 38 percent. Treger continues to serve as the chairman of Audley Capital and holds both a BA and an MBA from Harvard.

Abraham Jonker - Chief Financial Officer

Abraham Jonker has 30 years of experience in mining finance. He previously served as the Lead Independent Director at Mandalay Resources and has been instrumental in leading over $750 million in equity and debt raises. Jonker is a Chartered Accountant in the UK, Canada, and South Africa and holds a Master's in Tax from Rand Afrikaans University.

John Singleton - Chief Operating Officer

John Singleton possesses over 25 years of experience in mining. His career began at De Beers, and he has since held senior leadership roles at Centamin and Rio Tinto. Singleton is a Fellow of the Royal Geological Society and holds degrees from Imperial College London and the University of Bristol.

John McGagh - Technology Consultant

John McGagh has more than 35 years of experience in digital transformation across various industries. He served as the head of innovation at Rio Tinto and is currently the chief digital officer at Snowy Hydro. McGagh is an adjunct professor at the University of Queensland and a Fellow of the Australian Academy of Technology Science and Engineering.

Eugene Hercun - VP Finance & Investor Relations

Eugene Hercun is a CPA, CA, with 15 years of varied experience in mining finance. He has led metal sales negotiations for more than $200 million annually and holds Level 1 of the CFA designation.

Hugh Thatcher - VP North America

Hugh Thatcher has 25 years of experience as in-house counsel in the mining and industrial sectors, including as Chief Counsel - US at Rio Tinto from 2020 to 2023. He holds a BA from Whitman College and a JD from Vanderbilt University.

Ian French - VP Projects

Ian French has more than 20 years of experience in project delivery and risk advisory across diamonds, gems and precious metals, including as Global Head of Diamond Risk & Security at Rio Tinto, and has led major infrastructure programs for mining companies and governments.

Board of Directors

Lucio Genovese, Independent Chairman

Lucio Genovese currently serves as the CEO of Nage Capital and as the chairman of Ferrexpo plc. He previously held senior roles at Glencore, including CEO of the CIS region. Genovese is a Chartered Accountant with degrees in Commerce and Accounting from the University of Witwatersrand.

Tom Albanese, Non-executive Director

Tom Albanese is the former CEO of Rio Tinto and Vedanta Resources. He was appointed Chair of Franco-Nevada Corporation in May 2026, having served as a director since 2013, and previously served as lead independent director of Nevada Copper. Albanese holds Master's and Bachelor's degrees from the University of Alaska Fairbanks.

Robert (Bob) Harward - Non-Executive Director

Robert Harward is a retired US Navy Vice Admiral (SEAL) and former deputy commander of US Central Command. He served on the US National Security Council and held senior strategy roles at Lockheed Martin and Shield AI.

Erez Ichilov - Non-executive Director

Erez Ichilov previously served as managing director at Traxys Projects, where he led investments in companies such as Nouveau Monde Graphite, Talon Metals, and Li-Cycle. Ichilov holds LLB and MBA degrees.

Sharon Fay - Non-executive Director

Sharon Fay previously served as head of equities and head of responsibility at AllianceBernstein. She built the firm's Corporate Responsibility and Responsible Investment teams. Fay is a Chartered Financial Analyst with a BA from Brown and an MBA from Harvard.

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