The Placement
Mogotes Metals Inc. has closed a previously announced strategic investment by Rio Tinto Canada Inc., an affiliate of Rio Tinto Exploration Canada Inc., in which Rio Tinto subscribed for 30,387,857 units at C$0.70 per unit for gross proceeds of approximately US$15,000,000, equivalent to C$21,271,500. Each unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at C$1.00 for an 18-month period from closing. If fully exercised, the 15,193,928 warrants would generate up to approximately C$15,193,928 in additional proceeds. The placement gives Rio Tinto an initial approximately 5% interest in Mogotes.
Concurrently with closing, Mogotes issued an additional 7,970,945 units at the same offering price for further gross proceeds of C$5,579,661.50 in connection with the exercise of pre-emptive rights held by other investors. Net proceeds are earmarked to advance work programs at the Filo Sur project in the Vicuña district of Argentina and Chile.
Strategic & Technical Alliance on Filo Sur
Alongside the placement, Mogotes and Rio Tinto entered into definitive long-form agreements, including a subscription agreement, an investor rights agreement, and an exclusivity agreement, establishing a Strategic & Technical Alliance centered initially on Filo Sur. The alliance is designed to pair Mogotes' on-the-ground exploration team and district knowledge with Rio Tinto's global technical capability, including its proprietary geoscience tools covering advanced geochemistry, geophysics, and targeting workflows.
The parties also intend to explore extending the alliance model to additional belts, with Kazakhstan cited as a candidate area. A joint technical committee will be formed to advise the exploration program at Filo Sur, drawing on Rio Tinto's porphyry discovery experience.
Exclusivity, Top-Up and Pre-Emptive Rights
Rio Tinto has secured a 15-month period of exclusivity with respect to the Filo Sur project, extendable by mutual agreement for a further six months. During that window, Rio Tinto also holds a right to match third-party proposals involving Filo Sur or the subsidiaries that hold it.
Rio Tinto has additionally been granted a top-up right enabling it to acquire up to 9.99% of the common shares on a partially diluted basis at any time during the exclusivity period, exercisable at the greater of the 20-day volume-weighted average trading price and a 20% premium to the closing price on the last trading day prior to exercise, subject to TSXV approval. Rio Tinto has also received customary pre-emptive rights to participate in future securities offerings to maintain its proportionate ownership during the exclusivity period.
Project Context and Next Steps
The Filo Sur project adjoins Lundin Mining's Filo del Sol deposit and lies along the same north-south-trending belt as the Filo del Sol-Aurora deposits and NGEx Minerals' Lunahuasi and Los Helados copper-gold projects. Mogotes is listed on the TSXV under the symbol MOG, on the FSE under OY4, and on the OTCQB under MOGMF. The next verifiable milestone is the deployment of placement proceeds into Filo Sur work programs and the launch of the joint technical committee's advisory work on the project.
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