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Origen Resources Inc. (CSE: ORGN,OTC:OGGNF) (FSE: 4VXA) (the "Company" or "Origen") is pleased to announce that it has now signed a Definitive Agreement (the "Agreement") with Weberte Giovan de Almeida and Associates (the "Vendor") to acquire a 90% interest in 2 REE project areas in Piauí state Brazil. In addition, the Company has been granted a Right of First Refusal over 5 additional project areas within the state. All of the project areas covered under the Agreement were targeted to encompass newly documented REE occurrences reported by the Brazilian Geological Survey or Serviço Geológico do Brasil ("SGB") in Informe Técnico Número 27 in June 2025.
Key Points:
- Definitive agreement signed with the Vendor.
- Increased land package by staking over 21,000 adjacent hectares.
- New package covers ground where known mineralization is predicted to extend.
- Due diligence sampling confirms Vendor and SGB results.
Based on initial field observations by Origen during its due diligence and observing that the basin stratigraphy suggested that prospective beds could extend beyond the existing claims, the Company made application for an additional 21,650 hectares for rare earths within the district. All the applications have now been granted resulting in Origen controlling over 35,540 hectares of prospective ground within this emerging REE District.
"Based on our initial observations, this project has all the ingredients to turn into something significant and launch this region of Brazil into the REE spotlight. We are excited by the level of confidence and enthusiasm that the field due diligence program has generated, and we will be moving forward to exploit first mover advantage and solidify a basin-scale land position," states Gary Schellenberg, CEO.
During the fieldwork phase, Origen staff visited both licenses covered by the Agreement, collecting soil and rock samples at key showings and other outcrops of what are understood to be the prospective strata. During three days on the two licenses, 23 rock samples and 16 soil samples were collected at 31 stations for confirmation of the SGB-identified anomalies and characterization of the prospective horizons in preparation for planning exploration. All soils and a selection of rocks were tested using a portable X-Ray Fluorescence (XRF) spectrometer prior to shipment to SGS Geosol, an analytical laboratory with experience in analysis of geological materials and holding ISO 9001:2015 and ISO14001:2015 certification. All samples were digested by lithium metaborate fusion and finished by ICP-OES/MS. All soil samples and selected rocks were additionally analyzed using an ammonium sulphate leach followed by ICP-OES finishing (Lab codes ICP95A, IMS95A, ICM694). All samples were further tested with a radiometric spectrometer, which was also used to characterize outcrops in the field. Laboratory, field XRF, and field radiometric analysis confirmed previous results provided by the vendor and published by SGB. Due diligence fieldwork also confirmed that the mineralization is present in specific phosphate nodule bearing beds and in phosphatic sandstone beds. Consequently, acquisition of additional ground where these prospective beds are predicted to continue was warranted. The Company now feels they are well equipped to create an exploration plan for permitting and communication with local stakeholders.
The Company has retained Coast Mountain Geological Ltd. ("Coast Mountain") to provide technical and project management services. Coast Mountain is a company holding 2.9% of the outstanding shares of the Company, and of which one of the directors of the Company owns 60% of the shares of Coast Mountain.
John Harrop, P Geo., a Qualified Person as that term is defined in NI 43-101, has supervised the preparation, or approved the scientific and technical disclosure in the news release. Mr. Harrop is employed by Coast Mountain Geological Ltd where approximately 10% of his time is spent on Origen matters. He is not independent of the Company as defined in NI 43-101. Mr. Harrop also holds incentive stock options of Origen. The Company does not believe Mr. Harrop's independence is compromised by his role with Coast Mountain and the options of Origen held, and that Mr. Harrop is an independent QP of Origen for the purposes of this news release.
The Company and Mr. Harrop are independent of SGS Geosol Laboratory.
Terms of the Acquisition
To acquire a 90% interest, Origen will pay the Vendors $50,000 USD and issue 2,000,000 shares. Additionally, within two years of the completion of its CSE filing requirements as it relates to the Agreement, Origen must incur $1,000,000 of exploration expenditures. After this two-year period, Origen will issue to the Vendor a number of shares of the Company equal to 15% of the outstanding shares and grant the Vendor a seat on the Board of Directors. The total number of shares that will make up 15% ownership will include the 2,000,000 shares issued at the outset (regardless of whether or not the Vendor is then a holder of such initial shares). After the 90% interest is earned, the parties will operate the projects via a newly formed corporate entity.
The Vendor also grants Origen a right of first refusal on their five (5) other exploration concessions totalling approximately 9,903 hectares located in Piauí State that are analogous to the two (2) REE project areas announced in this news release.
All shares issued to the Vendor will have a hold period of four months and one day from the date of issuance.
Financing
In conjunction with the signing of the Agreement, the Company has arranged a $500,000 financing comprised of the non-brokered private placement of 10,000,000 units at $0.05 per unit. Each unit consists of one common share plus one-half share purchase warrant, with each whole warrant exercisable over the next 18 months at a price of $0.075 into a common share.
The financing is subject to the Company's completion of its filing requirements with the CSE. All securities issued under the financing will have a hold period of four months and one day from the date of the closing.
About Origen
Origen is fully focused on this new Brazilian REE acquisition, while holding a 100% interest in the Los Sapitos Lithium project in Argentina, the Wishbone project in the Golden Triangle of British Columbia, and three other 100% owned precious and critical metal projects in southern British Columbia.
On behalf of Origen,
Gary Schellenberg
CEO and Director
For further information, please contact Gary Schellenberg, CEO at 604-681-0221.
Neither the Canadian Securities Exchange nor its Market Regulator (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to: statements with respect to the Vendor, the pending closing of the financing, anticipated results of the projects, the commencement of exploration work and further exploration work in the future, the mineralization potential of the projects and the Company's objectives, goals or future plans with respect to the projects. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "anticipates", "anticipated" "expected" "intends" "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290996
