Resouro Strategic Metals Inc. Announces Acceleration of the Tiros Rare Earths and Titanium Project Earn-in

Rhea-AI Summary

Resouro Strategic Metals announces acceleration of earn-in arrangements for Tiros Rare Earths and Titanium Project

Positive

• Resouro and RBM Consultoria Mineral have entered into a First Addendum to accelerate the earn-in arrangements for the Tiros Project
• Resouro will acquire 100% of RBM's shares in Brazil Copper Pte Ltd, the controlling entity of Brazil Copper Mineração Ltda
• Resouro will issue 1,642,000 fully paid shares to RBM
• RBM will receive 750,000 performance warrants in Resouro
• Rodrigo Mello will be appointed a member of Resouro's Board of Directors
• TSPS will transfer 10% of TMEL's total issued share capital to RBM
• Tiros Agreement includes name changes for BCS and BCML to TSPS and TMEL respectively
• Tiros Project is potentially one of the world's largest and highest grade undeveloped titanium deposits with associated heavy rare earths

Negative

• None.

Toronto, Ontario--(Newsfile Corp. - October 19, 2023) - Resouro Strategic Metals Inc. (TSXV: RSM) (FSE: BU9) ("Resouro" or the "Company") is pleased to announce that Resouro and RBM Consultoria Mineral Eireli ("RBM") have entered into a First Addendum ("First Addendum") to accelerate the earn-in arrangements detailed in the previously announced Definitive Agreement for Mineral Rights Acquisition and Other Covenants ("Tiros Agreement") for the acquisition of all interests on the Tiros Rare Earths and Titanium Project ("Project"). Completion of the transaction is subject to customary closing conditions and obtaining all necessary regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV").

Terms of the Agreement

Under the terms of the First Addendum, RBM will assign and transfer to Resouro 100% of its issued shares in TSPS, totalling 160,000 shares, of Brazil Copper Pte Ltd (Singapore) ("BCS" or "TSPS"), the controlling entity of Brazil Copper Mineraçao Ltda ("BCML" or "TMEL"). BCML is the sole owner and the beneficiary of the Project's mineral rights either existing or staked in the future within the project's area of interest as defined under the terms of the Tiros Agreement.

Resouro will issue to RBM 1,642,000 fully paid shares of Resouro ("Common Shares") which will be subject to any applicable hold periods under the policies of the TSXV and under applicable Canadian securities laws, including a four month hold period. If Resouro lists on the Australian Securities Exchange (ASX), the Common Shares issued to RBM may be subject to an escrow period imposed by the ASX.

Upon completion of the assignment of all RBM's shares in TSPS to Resouro and the issuance of the Common Shares to RBM, the earn-in will be completed and Resouro will be the holder of 100% of the issued and outstanding shares of TSPS.

In consideration for RBM accelerating the earn-in agreement:

1. RBM will receive 750,000 performance warrants in Resouro that will be convertible into Common Shares upon completion by Resouro of a Detailed Feasibility Study ("DFS") on the project. The performance warrants will be issued immediately and shall be subject to the applicable hold periods under TSXV policies and Canadian securities laws.
2. Rodrigo Mello will be entitled to participate on the Company's option plan proportionally to other Management Company Employees.
3. Rodrigo Mello will be appointed a member of the Board of Directors of the Company.

TMEL Equity Interest

Within 15 days from the signature of the First Addendum, TSPS shall transfer such number of shares as is equivalent to 10% (ten percent) of TMEL's total issued share capital to RBM. TSPS will remain 90% holder of TMEL's total issued share capital.

Name Changes of Entities

The Tiros Agreement established that

1. Brazil Copper Pte Ltd (Singapore) ("BCS") would change its company name to Tiros StratMet Pte Singapore ("TSPS") and
2. Brazil Copper Mineraçao Ltda ("BCML") would change its company name to Tiros Minerais Estratégicos Ltds ("TMEL").

These alterations are ongoing at the signature of the First Addendum.

Chris Eager, CEO of Resouro, commented:

"Resouro's drilling and testwork at Tiros, yielded high Rare Earths and Titanium Dioxide grades that further confirmed the huge size and grade potential of the project. This gave us confidence to accelerate the earn-in. Owning 90% of Tiros will put Resouro in a stronger position going into the proposed Australian Securities Exchange listing.

The Tiros Project

Located in Northern Minas Gerais in Brazil, the Tiros Project is potentially one of the world's largest and highest grade undeveloped titanium deposits, with associated heavy rare earths identified in historic drilling. The Tiros Project represents 25 mineral concessions totalling 477km² located in Minas Gerais, one of the most infrastructurally developed states of Brazil, 350 km from Belo Horizonte, the state capital. The Tiros licenses cover the most prospective portion of the prolific Capacete Formation and the areas with the greatest exploration potential.

About the Company
Resouro is a Canadian-based mineral exploration and development company focused on the discovery and advancement of economic mineral projects in Brazil, including the Tiros Project in Minas Gerais and the Novo Mundo Gold Project in Mato Grosso. Learn more about the Company on its website: https://resouro.com.

On behalf of the Board of Directors,
Chris Eager, President & CEO
RESOURO GOLD INC.

For further information, please contact the Company at:

Chris Eager, CEO
chris.eager@resouro.com

For Investor inquiries
nick@grovecorp.ca
416-642-1807

Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur.. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required, including obtaining conditional and final acceptance of the TSXV; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in the mining industry; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation problems; changes in tax laws and incentive programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/184497

FAQ

What is the news about?

The news is about Resouro Strategic Metals accelerating the earn-in arrangements for the Tiros Rare Earths and Titanium Project.

What will Resouro acquire from RBM?

Resouro will acquire 100% of RBM's shares in Brazil Copper Pte Ltd, the controlling entity of Brazil Copper Mineração Ltda.

How many shares will Resouro issue to RBM?

Resouro will issue 1,642,000 fully paid shares to RBM.

What will RBM receive in return for accelerating the earn-in agreement?

RBM will receive 750,000 performance warrants in Resouro.

Who will be appointed a member of Resouro's Board of Directors?

Rodrigo Mello will be appointed a member of Resouro's Board of Directors.

What percentage of TMEL's total issued share capital will be transferred to RBM?

TSPS will transfer 10% of TMEL's total issued share capital to RBM.

What are the name changes mentioned in the news?

The Tiros Agreement includes name changes for BCS and BCML to TSPS and TMEL respectively.

What is the Tiros Project?

The Tiros Project is potentially one of the world's largest and highest grade undeveloped titanium deposits with associated heavy rare earths.