Grafton Resources Enters into Framework Agreement to Acquire Exclusive Option to Acquire 100% of the Alicahue Copper Project in Chile
thenewswire.com
Vancouver, British Columbia – October 28, 2025 – TheNewswire - Grafton Resources (CSE:GFT) ("Grafton Resources" or the "Company") is pleased to announce that it has entered into a framework agreement dated as of October 27, 2025 (the “Framework Agreement”), pursuant to which Grafton Resources, through a wholly-owned Chilean subsidiary, will acquire an option (the “Option”) to acquire a 100% interest in the Alicahue Copper Project (the “Project” or “Alicahue”), located in the Valparaiso Region of Chile from Asesorias e Inversiones Sol SpA (“the “Vendor”), a party that is at arm’s length to the Company. The Project comprises 3,500 Ha of concessions, at an average altitude of 1,700 m. The Project is located 140 km by road to Santiago, 75 km south of Los Pelambres, 100 km north of Los Bronces, and 60 km from the coast. The Framework Agreement will be superseded by a formal definitive option agreement (“Definitive Agreement”) once Option negotiations have been finalized. The Option will be subject to the review and approval of the Canadian Securities Exchange (“CSE”).
Highlights
- Multiple mineralizing styles within highly endowed concession area
- IOCG, gossanised shear zone with high grade samples up to 6.34% Cu, 1.51g/t Au, 59 g/t Ag
- Cu-Au porphyry vectors: epithermal veins, tourmaline breccias, and UST textures with samples up to 2.26% Cu and 0.75 g/t Au
Campbell Smyth, Chairman of the Company commented:
"The Alicahue Copper Project represents an exciting new copper discovery opportunity in a world-class jurisdiction. Our team believes Alicahue has the geological, and geochemical hallmarks of a significant mineralized system, and with this agreement, we are positioned to advance the project rapidly toward target definition and drilling."
Alicahue Copper Project Overview
The Project is located at an altitude of approximately 1,700 metres in the Andean Cordillera, just 140 km north of Santiago and 6 km from paved road access (Figure 1). The project covers 3,500 hectares of mining concessions in a northwest (“NW”) and southeast (“SE”) block. The area is surrounded by mining companies such as Newmont Gold Corp., and Los Andes Copper Ltd. The project area has never been subjected to systematic copper exploration until recent years. The Vendor assessed the area for copper potential and used historical (BRGM) stream sediment anomalies as a starting point for systematic, traditional exploration. Values of up to 407 ppm Cu and 130 ppb Au in stream sediments are found in the area. Exploration work to date has included geological mapping, and rock and soil geochemistry.
Based on 1990’s BRGM Stream-Sediment Survey copper and gold anomalies, soil sampling grids in the anomalous catchment areas were undertaken. The soil sampling identified sets of anomalies (> 300 ppm) at least 1.7 km long and 1.1 km wide in both the NW and in the SE blocks. The main anomalies are still open to north and/or to the east.
Mapping in the NW block has identified mineralization that Grafton Resources management believes has the potential for bulk, disseminated copper mineralization in the north and high-grade Cu-Au-Ag IOCG-shear zone to southwest. In the SE block, Grafton Resources management believes that there is potential for deeper porphyry-copper deposit formation, as indicated by the presence of UST textures, tourmaline breccia pipes and epithermal veins.
Exploration Target
Grafton Resources management considers Alicahue to host newly identified Cu-Au mineralization.. The Project lies is in the southern projection of the Paleogene metallogenic belt of Chile, which hosts large porphyries such as El Salvador, Escondida, and Chuquicamata. This discovery could extend this fertile belt at least another 100 km to the south and open a new exploration frontier in Chile. The combination of geology and geochemistry points to the potential for a classic porphyry deposit.
Option Agreement Terms
The proposed terms of the Option are as follows:
- The Option will be structured with a five-year timeline, the first four years of which will be designated for exploration work, and the final year of which will be designated for the preparation of a technical report and payment of the Option exercise payment (see below).
- The Company will be required to incur exploration expenditures of US$4,000,000 over the first four years (with no 12-month period seeing less than US$500,000 in exploration expenditures).
- Upon successful completion of the exploration expenditure commitment, the Company would be able to exercise the Option by making an exercise payment of US$3,000,000.
- Upon exercise of the Option, the Vendor will retain a 2.0% net smelter returns (NSR”) royalty, and the Company will have the option to repurchase one-half (1.0%) of the NSR royalty for US$5,000,000
- The Company will also pay a resource payment to the Vendor on future resources defined on the Project, with such resource payment to be US$5.00 per tonne of contained copper equivalent metal using a 0.2% cut-off grade, based on measured, indicated and inferred resources as defined under a National Instrument 43-101 compliant mineral resource estimate as at the date of a construction decision
- The Company will also make the following payments and share issuances:
Timeline
| Cash Consideration
| Share Consideration
| On Signing of Definitive Agreement
| US$1,000
| Such number of common shares equal to US$100,000.
| First Anniversary of Definitive Agreement
| US$74,000
| Such number of common shares equal to US$75,000
| Second Anniversary of Definitive Agreement
| US$75,000
| Such number of common shares equal to US$75,000
|
- The Company will also pay a 7% finder’s fee (in common shares) to a certain arm’s length finder.
Concurrent Financing
In connection with the acquisition of the Option, the Company is also pleased to announce a concurrent private placement to raise gross proceeds of a minimum of $2,000,000, through the issuance of 4,000,000 units (the “Units”) at a price of $0.50 per Unit, and a maximum of $3,000,000, through the issuance of 6,000,000 Units at a price of $0.50 per Unit (the “Concurrent Financing”). Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one common share at a price of $0.80 per share for a period of two years. The Concurrent Financing is subject to the approval of the CSE.
Proceeds from the Concurrent Financing will be used towards: (i) costs of completing the acquisition of the Option, (ii) exploration activities, Option payments, and property commitments on Alicahue, and (iii) working capital and general corporate purposes.
It is anticipated that insiders of the Company will participate in the Concurrent Offering. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders will not exceed 25% of the Company's market capitalization.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any securities laws of any State of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws.
Figures
Figure 1: Alicahue Location Map
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Figure 2. Alicahue soil geochemistry
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Figure 3. Alicahue rock samples
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Qualified Person
Gilberto Schubert (B.Sc., M.Sc., MBA, M.Sc. Min Ec.), a Qualified Person as defined by National Instrument 43-101 and an arm’s length geological consultant to the Company, has reviewed and approved the technical information provided in this news release, including the sampling, analytical and test data underlying the technical information contained in this news release. Specifically, the Qualified Person verified selected laboratory assay certificates against the reported rock samples.
About Grafton Resources
Grafton Resources is a Canadian exploration company listed on the Canadian Securities Exchange (CSE), focused on the discovery and development of copper and gold assets in the Americas. The Company is committed to responsible exploration, strong community partnerships, and generating shareholder value through disciplined project advancement.
On behalf of Grafton Resources.
John Campbell Smyth
Chairman
For further information, please contact:
Campbell Smyth
csmyth@graftonresources.com
+61403203402
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the Option and/or Concurrent Financing, potential mineralization on the Project, future exploration plans on the Project and the timing and results of future exploration..
Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators, including without limitation, risks related to the completion of the acquisition of the Option and the completion of the Concurrent Financing; the dangers inherent in exploration, development and mining activities; actual exploration or development plans and costs differing materially from the Company’s estimates; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; fluctuations in exchange rates; the availability of financing; operations in foreign and developing countries and the compliance with foreign laws, remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; and competition with other mining companies. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. the Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedarplus.ca.
The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any forward looking statements, other than as required by law. |
