Fuerte Completes Acquisition of Coffee Project
Fuerte Completes Acquisition of Coffee
Project
Vancouver, British Columbia--(Newsfile Corp. - October 17, 2025) - Fuerte Metals Corporation (TSXV:
FMT) (OTCQB: FUEMF) ("
Fuerte
" or the "
Company
") is pleased to announce the closing of the
acquisition of Goldcorp Kaminak Ltd. ("
Kaminak
"), the owner of the Coffee Gold Project ("
Coffee
") in
Canada's Yukon Territory, from Newmont Corporation ("
Newmont
"). The acquisition of Kaminak (the
"
Transaction
") was previously announced on September 15, 2025. Pursuant to the Transaction, the
Company paid approximately US$10 million in cash and issued US$40 million in common and preferred
shares (22,729,126 common shares and 10,842,989 preferred shares of Fuerte at a deemed price of
$1.65 per share) to an affiliate of Newmont as part of the consideration. As the remaining consideration
for the Transaction, the Company assumed an intercompany note payable to Kaminak in the amount of
US$65 million, in connection with the grant to Newmont of a 3% net smelter return ("
NSR
") royalty on
Coffee. The Company may repurchase the NSR from Newmont for US$100 million at any time up to one
year following the announcement of commercial production. Following the close of the Transaction,
Newmont will indirectly own 26% of the outstanding common shares of the Company on a partially
diluted basis (assuming the conversion of the preferred shares into common shares).
Tim Warman, President and CEO of Fuerte commented: "We are very pleased to finalize the acquisition
of Coffee. Like our partners at Newmont, we welcome the opportunity to create value for communities
and shareholders alike. Since announcement of the deal, we have been actively engaging with our First
Nations partners and the Yukon government as we seek to maintain and strengthen the relationships
needed to advance our short and long-term project plans. We anticipate providing a market update later
this quarter to outline our plans, including a PEA in the first half of 2026 as well as exploration plans and
project works in Q2/Q3 2026. Finally, I would like to thank Agnico Eagle, Pierre Lassonde, and Trinity
Capital for their continued financial and strategic support. Our ownership structure is consistent with the
interests of management and the board, which collectively own approximately 5% of the Company
following the close of the Transaction."
To fund the cash component of the Transaction and to advance exploration and development activities at
Coffee, the Company completed an offering of 34,848,485 subscription receipts ("
Subscription
Receipts
") of its subsidiary, 1555489 B.C. Ltd., at a price of $1.65 per Subscription Receipt for gross
proceeds of approximately $57.5 million on October 9, 2025 (the "
Offering
"). Further particulars relating
to the Offering are set forth in the Company's press release dated October 9, 2025. With the closing of
the Transaction and the satisfaction of certain other closing conditions, each Subscription Receipt
automatically converted into one unit of the Company (a "
Unit
"). Each Unit is comprised of one common
share of Fuerte and one common share purchase warrant of Fuerte, with each warrant entitling the
holder to acquire one common share of Fuerte at a price of $2.50 for a period of five years from the
closing date of the Offering.
Following the close of the Offering and the Transaction, the Company has 120,915,268 common shares
and 10,842,989 preferred shares issued and outstanding. The preferred shares are non-voting, but
economically equivalent to the Company's common shares. The preferred shares are expected to
automatically convert into common shares on a one for one basis on February 14, 2026. Currently, the
Company has a total cash balance of approximately C$43 million which will be used to advance Coffee
and complete the permitting process in preparation for a construction decision. The Company will be
strengthening its management team and board to manage and lead this transition to a gold producer.
The Company also entered into an investor rights agreement granting Newmont, as a shareholder of the
Company, among other things, the right to participate in certain securities offerings to maintain its pro
rata ownership, the right to acquire additional securities to maintain its pro rata ownership in the event it
is diluted by securities offerings that do not trigger its participation right, the right to nominate one
director to the Company's board of directors and certain information rights, and piggy back and demand
registration rights.
In addition, the Company issued 2,000,000 units at a deemed price of $1.65 per unit, each unit being
comprised of one common share and one common share purchase warrant of the Company, to Trinity
Advisors Corporation in consideration for its services as the Company's financial advisor in connection
with the Transaction. The warrants are exercisable at a price of $2.50 per share for a period of five years
from the closing date of the Transaction.
The securities referred to in this news release have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the "
U.S. Securities Act
") and may not be offered
or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an
applicable exemption from the registration requirements. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in any jurisdiction, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States"
and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
Details of the Coffee Gold Project can be found in the Company's press release of September 15, 2025,
and in the technical report titled "NI 43-101 Technical Report for the 2025 Mineral Resource Estimate
Update on the Coffee Gold Project, Yukon, Canada" with an effective date of August 21, 2025 and
prepared by Messrs. Alan J. San Martin, P.Eng and Charley Murahwi, P.Geo from Micon International
Limited (the "
Coffee Technical Report
"). The Coffee Technical Report is available on the Company's
website at
www.fuertemetals.com
and on SEDAR+ at
www.sedarplus.ca
.
About Fuerte Metals Corporation
Fuerte Metals is a Vancouver-based exploration and development company focused on advancing high-
potential base and precious metals projects across the Americas. Our flagship asset is the 100%-
owned Coffee Project in the Yukon, Canada - a high-quality gold project advancing through the final
stages of permitting, engineering, and resource expansion drilling in preparation for a construction
decision. In addition to Coffee, Fuerte holds a portfolio of copper and gold assets, including the
Placeton-Caballo Muerto Project in Chile and the Cristina and Yecora Projects in Mexico, offering
additional growth and exploration upside. At Fuerte, we are committed to building value through
disciplined project development, responsible stewardship of the land, and a focus on creating long-term
returns for shareholders.
Additional Information
For more information, please contact:
Tim Warman
Chief Executive Officer and Director
Fuerte Metals Corporation
Email:
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements"
(collectively, "forward-looking statements") within the meaning of the applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date of this news release. Any
statement that involves discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance (often but not always using
phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such
words and phrases or stating that certain actions, events or results "may" or "could", "would", "might"
or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-
looking statements. Forward-looking statements include, but are not limited to, statements with respect
to: the use of proceeds of the Offering; information relating to the business of the Company including
exploration and development activities and management's objectives, strategies, beliefs and
intentions.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown risks, uncertainties and other factors
which may cause the actual results and future events to differ materially from those expressed or
implied by such forward-looking statements. Such factors include, but are not limited to: the synergies
expected from the Transaction not being realized; business integration risks; fluctuations in general
macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices
of gold, silver, base metals or certain other commodities; fluctuations in currency markets; change in
national and local government, legislation, taxation, controls, regulations and political or economic
developments; risks and hazards associated with the business of mineral exploration, development
and mining (including environmental hazards, industrial accidents, unusual or unexpected formations
pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards;
the presence of laws and regulations that may impose restrictions on mining; employee relations;
relationships with and claims by local communities and indigenous populations; availability of and
increasing costs associated with mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining necessary licenses, permits and
approvals from government authorities); and title to properties.
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. Accordingly, readers should
not place undue reliance on forward-looking statements. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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