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Oreterra Metals Corp. (TSXV: OTMC,OTC:OTMCF) (OTCID: OTMCF) (FSE: D4RO) (WKN: A421RQ) ("Oreterra" or the "Company") is pleased to announce that it has entered into an amendment agreement with Enduro Metals Corporation (TSXV: ENDR) ("Enduro") with respect to the January 31, 2022 Royalty Agreement (the "Royalty Agreement") in respect of Oreterra's 2% Net Smelter Returns ("NSR") royalty interest in Enduro's 688 km2 Newmont Lake Project, located adjacent to the south to Oreterra's Trek-Andrei property. In exchange for the immediate consideration payable to Oreterra noted below, the agreement grants Enduro an option which, if executed, would incur the very significant further cash payments noted below and reduce the existing 2% net smelter returns ("NSR") royalty by 50% to 1%.
"This transaction reinforces the underlying value of our Golden Triangle assets, delivering immediate consideration through shares and cash valued at approximately $1.2 million at current market prices, while preserving meaningful long-term upside through a potential $21.5 million in staged and advanced royalty payments and retaining a 1% NSR for future exposure. We view this as a compelling value proposition for Oreterra's shareholders and believe it provides a clearer path for Enduro's team to advance their projects," stated Stephen Burega, President.
"In addition, we are highly encouraged by this momentum and greatly anticipate our upcoming work program at Trek South, a newly drill-permitted, large-scale porphyry copper-gold target, where strong, coincident geological, geochemical and geophysical anomalies define a kilometre-scale system and present a compelling discovery opportunity," added Mr. Burega.
Immediate Consideration Valued at Approximately $1.2 Million:
In consideration for Oreterra entering into the agreement, Enduro will issue to Oreterra: i) 3,900,000 common shares subject to a hold period where 25% of the shares will be released in equal 25% tranches every six months following the date of the agreement; and ii) make cash payments totalling $550,000 in various tranches over two (2) years with $175,000 due within 3 months from closing of the transaction. $250,000 of the cash consideration may be satisfied through the issuance of common shares of Endure.
Potential Future Consideration of $21.5 million if the Royalty Buydown Option is Fully Executed:
- a $500,000 cash payment upon delivery of a maiden NI 43-101 compliant resource estimate of which up to $300,000 may be satisfied through the issuance of common shares of Enduro;
- a $1,750,000 cash payment and a $1,750,000 advance royalty payment (credited against future royalties) upon completion of the first Feasibility Study in respect of the Property;
- a $10,000,000 cash advance royalty payment upon a decision to proceed toward mine permitting; and
- A one-time payment of $8,000,000 prior to the commencement of extraction to buy back 50% of the existing 2% NSR.
The transaction is subject to TSX Venture Exchange approval.
Map 1 - Location map of Oreterra Metals and Enduro Metals' exploration claims in the Golden Triangle, British Columbia.
To view an enhanced version of this graphic, please visit:
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Correction to March 2, 2026, Press Release:
The company wishes to correct compensation numbers in relation to the first closing (the "First Closing") of its previously closed $9.7M non-brokered private placement.
On the First Closing, the Company paid ten eligible finders. Nine received cash fees in the aggregate of $404,517.05 and 828,751 broker warrants (each a "Broker Warrant"). Each Broker Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of $0.60 per share for three years following the closing of the Offering. The tenth finder received 18,000 HD Units in lieu of cash compensation of $8,100. The cash fees and broker warrants were erroneously disclosed at $409,917.05 and 840,751 respectively, in the March 2, 2026 press release.
About Oreterra Metals Corp.
Oreterra Metals Corp. is a TSXV-listed mineral exploration company focused primarily on copper, gold and silver. The Company holds several wholly-owned porphyry copper-gold prospects in British Columbia's Golden Triangle, the most significant of which is the newly-identified Trek South prospect located to the southeast of Teck-Newmont's Galore Creek project, currently undergoing pre-feasibility studies. Following a highly successful $9.7 million financing closed in March, a maiden two-phase, approximately 10,000 metre drill program at Trek South is now fully funded, for completion this summer. Drilling will test a 1.6 km wide zone of intense porphyry-style alteration, mineralization and underlying coincident strong IP, MT and magnetic anomalies exposed by recent glacial retreat. In addition, the first significant exploration work since 2007 is now planned for Oreterra's JW porphyry prospect, located to the northwest of the Galore Creek deposits.
Additional wholly-owned interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane trend covering numerous shallow Au-Cu-Ag workings over what is believed to be one or more porphyry centres, and the Scossa mine property in the Sleeper trend which is a former high-grade gold producer. The Company also holds a 100% interest in the large-scale Lundmark-Akow Lake Au-Cu property adjacent to the northwest of the Musselwhite Mine, where past drilling by the Company returned highly encouraging, broad VMS-style Au-Cu intersections. Oreterra also retains an ongoing interest in several properties including a 2% NSR on McEwen Mining's Hislop gold property in Ontario and a 2% NSR on Enduro Metals' Newmont Lake Au-Cu-Ag property in BC. Technical presentations on each of the Kinkaid, Scossa and Lundmark-Akow Lake properties, authored by J. Biczok, P.Geo, are available at https://www.oreterra.com/investors.
For further information please visit www.oreterra.com or contact:
| Kevin M. Keough Chief Executive Officer Tel: 613 622-1916 Email: kkeough@oreterra.com | Stephen Burega President Tel: 647 515-3734 Email: sburega@oreterra.com |
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294328
