NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES
MONTREAL, Oct. 20, 2025 (GLOBE NEWSWIRE) — Cerro de Pasco Resources Inc. (TSXV: CDPR) (OTCQB: GPPRF) (FRA: N8HP) (BVL: CDPR) (“CDPR” or “Corporation“) is pleased to announce a commercially reasonable private placement pursuant to an agreement with SCP Resource Finance LP (“SCP“) in association with Raymond James Ltd. (“R.J.“), as co-lead agents and joint bookrunners (“Co-Managing Agents“), on behalf of itself and a syndicate of agents (hereinafter collectively referred to as “Agents“), up to 31,250,000 units of the Corporation (each – “Unit“) at a price of US$0.48 per unit (“Offer price“) with gross receipts up to US$15,000,000 (“LIFE Offer“) in accordance with the listed issuer's exemption from financing under Part 5A of National Instrument 45-106 – Exceptions from the prospectus (“IS 45-106“), as amended by Joint General Order 45-935 – Exemptions from certain conditions of a listed issuer's exemption from financing (“Exemption from financing of a listed issuer“).
Each Unit will consist of (i) one common share in the capital of the Corporation (a “Common Share”) and (ii) one-half of one common share purchase warrant (each whole warrant, a “warrant”). Each Warrant entitles the holder thereof to purchase one additional Share of Common Stock (a “Warrant Share”) at a price of $0.68 for a period of 24 months after the Closing Date (as defined herein), subject to an exercise restriction expiring 61 days from the Closing Date.
The Agents will act as agents on a “commercially reasonable” agency basis in connection with the Offering.
The Corporation intends to use the net proceeds from the Offering to advance the technical, environmental and engineering work necessary for the feasibility study of the Kiulakocha Tailings Project and for general corporate purposes.
The securities issued pursuant to the sale of Units pursuant to the Listed Issuer Financing Exemption are expected to immediately become publicly traded and will not be subject to a hold period under applicable Canadian securities laws.
There is an offering document associated with the LIFE Offering which can be accessed on the Corporation's profile at www.sedarplus.ca and on the Corporation's website at: https://www.pascoresources.com/. Prospective investors should read this offering document before making an investment decision.
The closing of the Offering is expected to occur on or about November 6, 2025 (“Closing date“). The closing of the Offering is subject to the satisfaction of certain conditions, including, without limitation, the receipt of all necessary approvals.
As compensation for their services, Agents will receive an aggregate cash consideration equal to 6.0% of the gross proceeds of the Offering. In addition, Agents are paid brokerage warrants of 6.0% (“Brokerage warrants“), each Brokerage Warrant must be exercised for one Unit at the Issue Price within 2 years from the Closing Date (subject to a discount in respect of sales made to investors on the President's List).
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any securities in the United States of America. The securities have not been and will not be registered under US Securities Act of 1933.as amended (“1933 Lawor any state securities laws and may not be offered or sold within the United States or for the account or benefit of U.S. persons (as defined in Regulation S of the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available.
About the resources of Cerro de Pasco
Cerro de Pasco Resources Inc. is focused on developing its main 100% owned asset, the El Metalurgista mining concession, which includes silver-rich mineral tailings and reserves produced from the century-long operation of the Cerro de Pasco open pit mine in Central Peru. El Metalurgista's approach involves recycling and environmentally regenerating mining waste and creating multiple opportunities in the circular economy. The asset is one of the world's largest aboveground resources.
Forward-Looking Statements and Disclaimer
Certain information contained herein may constitute “forward-looking information” within the meaning of Canadian securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “expects”, “believes”, “may”, “could”, “likely” or variations of such words or statements that certain actions, events or results “may”, “will”, “could”, “would”, “could”, “would” undertaken”, “will occur”, “will be undertaken”. achieved” or other similar expressions. Forward-looking statements, including CDPR management's expectations regarding the use of proceeds and the use of available funds following completion of the Offering; completion The Offerings and the dates for such completion are based on CDPR's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause CDPR's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Forward-looking statements are subject to business and economic factors, as well as uncertainties and other factors that could cause actual results to differ materially from these forward-looking statements, including the related assumptions and risk factors set forth in CDPR's public filings available on SEDAR+ at www.sedarplus.ca. 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. Although CDPR believes that the assumptions and factors used in preparing forward-looking statements are reasonable, undue reliance should not be placed on these statements and forward-looking information. Except as required by applicable law, CDPR disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional information
Guy Goulet, General Director
Phone: +1-579-476-7000
Mobile: +1-514-294-7000
[email protected]
