Portofino Executes Agreement to Option Its Gold Creek Property

Rhea-AI Summary

Portofino Resources has signed an agreement with Delta Resources to option its Gold Creek property, which spans 4,324 hectares near Thunder Bay, Ontario. The terms include $300,000 cash and 2,000,001 Delta shares, distributed over three years upon TSX approval. The deal also grants Portofino a 2% Net Smelter Return (NSR) royalty, with Delta having buyback options. Additionally, Portofino executed a claim purchase agreement for a contiguous 700-acre property, costing $2,200 and 250,000 Portofino shares, with a 1.25% NSR for the vendor. These agreements aim to enhance Portofino's financial position and expand its resource portfolio.

Positive

• Portofino to receive $300,000 cash and 2,000,001 Delta shares over three years.
• The property spans 4,324 hectares, enhancing its asset base.
• Portofino retains a 2% NSR royalty on the Gold Creek property.
• Delta has an option to buy back 1% of the NSR for $1 million.
• Portofino executed an agreement for 700 additional acres, contiguous to Gold Creek.
• Claim purchase agreement adds potential synergies with existing Gold Creek assets.

Negative

• Delta assumes underlying agreements with previous vendors, which may carry undisclosed liabilities.
• 50% of Delta shares issued will be locked up for 12 months, limiting liquidity.
• Portofino’s NSR can be partially bought back, potentially reducing future royalty income.
• The total payment for the 700-acre property includes share dilution with 250,000 new shares issued.
• Portofino retains only a 1.25% NSR on the newly acquired property.

Vancouver, British Columbia--(Newsfile Corp. - May 28, 2024) - PORTOFINO RESOURCES INC. (TSXV: POR) (OTCQB: PFFOF) (FSE: POTA) ("Portofino" or the "Company") announces that it has entered into a Mineral Claims Option Agreement with Delta Resources limited ("Delta") whereby Portofino has granted Delta the exclusive right to acquire a 100% interest in its Gold Creek property (The "Property"). The Property covers approximately 4,324 hectares and is situated just to the west of Delta's project area located near Thunder Bay, Ontario.

The terms of the agreement include $300,000 paid in cash and 2,000,001 shares of Delta, paid as follows:

1. $100,000 in cash and 666,667 shares* of Delta on approval by the TSX Venture Exchange (the "Exchange");
2. $100,000 in cash and 666,667 shares* of Delta on the 1^st anniversary of Exchange approval; and
3. $100,000 in cash and 666,667 shares of Delta on the 2^nd anniversary of Exchange approval.
          *50% of the Delta shares issued will be locked-up for a period of 12 months after issuance.

Portofino will retain a 2% Net Smelter Return Royalty ("NSR") on the Property. Delta will have the option to buyback a 1.0% NSR at anytime for $1 million and will have a right of first refusal on the second 1.0% NSR, to a maximum of $4 million.

Delta will assume the underlying agreements between Portofino and previous vendors on three different portions of the property (the 3^rd portion refers to a newly executed claim acquisition agreement as described below).

Portofino Executes Claim Purchase Agreement

Portofino also announces it has executed a claim purchase agreement with a private vendor that covers approximately 700 acres and is contiguous and to the north of the Gold Creek property. To acquire 100%, Portofino will pay $2,200 in cash and 250,000 shares of Portofino upon Exchange approval. The Vendors will retain a 1.25% NSR and Portofino has the right to buyback .75% for $200,000.

About Portofino Resources Inc.

Portofino is a Vancouver, Canada-based company focused on exploring and developing mineral resource projects in the Americas. Portofino has executed an agreement with Lithium Chile Inc. to explore and develop the Arizaro Lithium Project located in Salta, Argentina and additionally maintains a 100% interest in the (drill ready) Yergo Lithium Project in Catamarca. Both projects are situated in the heart of the world-renowned Argentine Lithium Triangle and in close proximity to multiple world-class lithium projects.

The Company also has the right to earn 100% interest in three pegmatite lithium projects and several gold projects located within northwestern Ontario, Canada.

ON BEHALF OF THE BOARD

"David G. Tafel"

Chief Executive Officer

For Further Information Contact:

David Tafel CEO, Director

604-683-1991

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.

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the Company's future business plans. Forward-Looking information in this news release is based on certain assumptions and expected future events, namely the growth and development of the Company's business as currently anticipated. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-Looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210746

FAQ

What are the terms of Portofino's agreement with Delta Resources?

Portofino will receive $300,000 in cash and 2,000,001 Delta shares over three years, plus retain a 2% NSR royalty on the Gold Creek property.

How large is the Gold Creek property Portofino is optioning?

The Gold Creek property spans approximately 4,324 hectares.

What is the financial impact of the agreement on Portofino?

Portofino will receive $300,000 in cash and 2,000,001 shares of Delta, enhancing its financial position.

What NSR royalties does Portofino retain in the agreement?

Portofino retains a 2% NSR royalty, with Delta having an option to buy back 1% for $1 million.

What are the terms of Portofino's new claim purchase agreement?

Portofino will pay $2,200 in cash and issue 250,000 Portofino shares for a contiguous 700-acre property, retaining a 1.25% NSR.