Rio Silver Inc. Announces Option Agreement to Sell a 100% Interest in Niñobamba Advanced Gold Silver Project in Peru to African Energy Metals

Rio Silver Inc. Announces Option Agreement to Sell a 100% Interest in Niñobamba Advanced Gold Silver Project in Peru to African Energy Metals

Rio Silver Inc. (TSXV:RYO) ("Rio Silver") and African Energy Metals Inc. (NEX: CUCO.H; FSE: BC2; WKN: A3DEJG) ("African Energy Metals") jointly announce they have entered into an option agreement for African Energy Metals (the "Option Agreement") to earn an 100% undivided interest in the Niñobamba advanced gold silver project (the "Project") located in the Department of Ayacucho in South Central Peru.

Terms of the Option Agreement

Under the terms of the Option Agreement dated January 21, 2025 with Rio Silver, African Energy Metals has the right to earn a 100% interest in the Project upon the full exercise of the option under the Option Agreement. As set out in the table below, the Option Agreement requires a payment of CAD$260,000 during the first year of the Option Agreement and further payments of up to US$2,000,000, US$500,000 of which are advance payments on any royalties payable under the royalty agreement, pursuant to which a net smelter return royalty of 2% is granted to Rio Silver. African Energy Metals retains the right to buy back 1% of the NSR for US$1,000,000 prior to commercial production on the Project.

The Option Agreement also requires the issuance to Rio Silver of a total of 2,500,000 common shares of African Energy Metals upon receipt of regulatory approval and a further 2,500,000 common shares on the earlier of the date that is one year from the receipt of the Exchange's approval and May 15, 2026. African Energy Metals has the right but not the obligation to issue African Energy Metals shares in lieu of 50% of any cash payment obligation. African Energy Metals paid a deposit of $10,000 on a non-refundable basis to Rio Silver when the Option Agreement was executed. Rio Silver will provide operational support and use of Rio Silver facilities in Peru for a minimum of one year at Rio Silver's cost. Rio Silver is an arm's length party to African Energy Metals. The share issuances and payments under the Option Agreement are subject to the approval of the TSX Venture Exchange and the NEX Exchange.

Chris Verrico, CEO of Rio Silver stated: "We are extremely pleased to be able to continue supporting progress at Niñobamba for the mutual benefit of all stakeholders. Rio Silvers management firmly believes that with the additional strength that this transaction brings to the table, that Niñobamba will imminently reap outsized reward. We remain ever impressed and optimistic by the resilience and ingenuity of the Peruvian people as the country continues to endorse supportive mining policies, ensuring continued growth and opportunity throughout the country. Rio Silver will fully assist African Energy Metals in advancing the Project for the mutual benefit of both companies, our shareholders and all stakeholders.

About Rio Silver Inc

Rio Silver is a Canadian exploration and development company with an oversized per cent of insider, friends and family ownership, focused on Peru. Rio Silver continues to review precious and base metal properties in Peru while maintaining its interest in its Ontario Gerow Lake, critical metals project. This transaction enables the Company to complete certain planned acquisitions that bring significant potential for near-term, cash flowing, production allowing the company to leverage other similar opportunities, going forward, in a non-dilutive shareholder friendly way.

ON BEHALF OF THE BOARD OF DIRECTORS OF Rio Silver INC.

"Chris" Christopher Verrico

Director, President and Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

For further information,

Christopher Verrico, President, CEO

Tel: (604) 762-4448

Email: chris.verrico@riosilverinc.com

Website: www.riosilverinc.com

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by applicable laws.


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Quimbaya logo (CNW Group/Quimbaya Gold Inc.)

Ricardo Sierra is a professional Economic Geologist with over 18 years of exploration experience in Colombia-Chile-Cuba-Brazil in orogenic, mesothermal, porphyry type deposits, epithermal systems, skarn and stratabound deposits. Juan Ricardo Sierra started his career with Anglo American as an Exploration geologist in greenfield and brownfield exploration, supervising diamond drilling on their Colombian and Chilean properties. His knowledge in vein systems, critical in understanding mineralization processes, was honed while Exploration Superintendent with Continental Gold (acquired by Zijin Mining Group for CA $1.9 billion in 2020) on their Buritica (Antioquia) Au/Ag deposit. While at Continental Gold, Mr. Sierra also participated in their regional exploration (Choco, Nariño, Cauca, Antioquia). After leaving Continental in 2020, Continental Gold worked as Exploration Manager, Collective Mining Inc. (TSX: CNL). Since 2021, Mr. Sierra has been consulting to various companies active in Colombia , Brazil and Cuba including Quimbaya Gold.

Mr. Sierra Largo graduated in 2007 as a Geologist from Universidad de Caldas ( Colombia ). He is a member of the Australian Institute of Mining and Metallurgy (MAusIMM) and is a Qualified Person (QP) as defined by National Instrument 43-101, also he is Competent Person (CP) of Comision Colombiana de Recursos y Reservas Mineras (CCRR) and Volunteer member of the Copper innovation HUB.

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About Quimbaya

Quimbaya is active in the exploration and acquisition of mining properties in the prolific mining districts of Colombia . Managed by an experienced team in the mining sector, Quimbaya is focused on three projects in the regions of Segovia (Tahami Project), Puerto Berrio (Berrio Project), and Abejorral (Maitamac Project), all located in Antioquia Department, Colombia .

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Cautionary Statements

This press release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, statements regarding the completion of the Offering and the timing thereof, and the anticipated use of proceeds of the Offering are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates," or variations of such words and phrases or statements that certain actions, events or results "may," "could," "should" or "would" or occur. Forward-looking statements are based on certain material assumptions and analyses made by the Company and the opinions and estimates of management as of the date of this press release, including, but not limited to, that the Company will complete the Offering on the terms disclosed, that the Company will receive all necessary regulatory approvals for the Offering, that the Company will use the proceeds of the Offering as currently anticipated; and assumptions relating to the state of the financial markets for the Company's securities. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Company may not be able to raise funds under the Offering, as currently anticipated, that the Company may fail to receive any required regulatory approvals for the Offering, that the Company will not use the proceeds of the Offering as anticipated, market volatility, unanticipated costs, changes in applicable regulations, and changes in the Company's business plans. Although management of the Company has 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. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.

SOURCE Quimbaya Gold Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2025/20/c0113.html

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