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CDPR.V ·

Cerro de Pasco Resources Announces Private Placement of Common Share Units

Financings

Cerro de Pasco Resources Announces Private Placement

of Common Share Units

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE

SERVICES

MONTRÉAL, QUÉBEC, CANADA — (May 26, 2023) Cerro de Pasco Resources Inc. (CSE: CDPR)

(OTCPK: GPPRF) (FRA: N8HP) (“CDPR” or the “Corporation”) is pleased to announce its intention

to complete a non-brokered private placement offering (the “Offering”) of up to 10,000,000 units

of the Corporation (the "Units") at a price of $0.10 per Unit for aggregate gross proceeds of up

to $1,000,000. Each Unit will be comprised of one common share in the capital of the Corporation

(a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will

entitle the holder thereof to purchase one Common Share at an exercise price of $0.25 per share

for a period of 24 months from the closing date of the Offering (the “Closing Date”).

In the event that, during the period following 24 months from the Closing Date, the volume -

eweighted average trading price of the Common Shares exceeds $0.60 per Common Share for

any period of 20 consecutive trading days, the Corporation may, at its option, following such 20-

day period, accelerate the expiry date of the Warrants by delivery of notice to the registered

holders (an "Acceleration Notice") thereof and issuing a press release (a "Warrant Acceleration

Press Release", and, in such case, the expiry date of the Warrants shall be deemed to be 5:00

p.m. (Montreal time) on the 30th day following the later of (i) the date on which the Acceleration

Notice is sent to Warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press

Release.

The net proceeds from the Offering will be used for working capital.

All securities issued in connection with the Offering will be subject to a four-month-and-one-day

statutory hold period in accordance with applicable securities laws.

The securities offered have not been, and will not be, registered under the United States

Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any U.S. state securities laws,

and may not be offered or sold in the United States or to, or for the account or benefit of, United

States persons absent registration or any applicable exemption from the registration

requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release

does not constitute an offer to sell or the solicitation of any offer to buy securities in the United

States, nor in any other jurisdiction.

About Cerro de Pasco Resources

Cerro de Pasco Resources Inc. is a mining and resource management company with unparalleled

knowledge of the mineral endowment in the city of Cerro de Pasco and its surroundings. Initially,

the Corporation will unlock the useful life of the mine and extend the concession areas in its

Santander mining operation, applying the highest safety, environmental, social and governance

standards. The key focus of growth for the Corporation is on the development of the El

Metalurgista mining concession, one of the wor ld's largest surface mineralized resources,

applying the latest techniques and innovative solutions to process tailings, extract metals and

convert the remaining waste into green hydrogen and derivatives.

Forward-Looking Statements and Disclaimer

Certain information contained herein may constitute “forward -looking information” under

Canadian securities legislation. Generally, forward -looking information can be identified using

forward-looking terminology such as “plans”, “seeks”, “expects”, “estimates”, “i ntends”,

“anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements

that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”,

“occur”, “be achieved” or other similar expressions . Forward-looking statements, including the

expectations of CDPR’s management regarding the completion of the Offering as well as the

amount of gross proceeds to be raised thereunder and the anticipated use thereof, are based on

CDPR’s estimates and are s ubject to known and unknown risks, uncertainties and other factors

that may cause the actual results, level of activity, performance or achievements of CDPR to be

materially different from those expressed or implied by such forward -looking statements or

forward-looking information. Forward-looking statements are subject to business and economic

factors and uncertainties and other factors that could cause actual results to differ materially

from these forward -looking statements, including the risks associate d with exploration,

development and mining activities; the impact of macroeconomic events, the impact of the

Covid-19 pandemic, and any material adverse effect on the business, properties and assets of

CDPR, as well as the relevant assumptions and risks fa ctors set out in CDPR’s public documents,

available on SEDAR at www.sedar.com. 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. Although CDPR believes that the assumptions and factors used

in preparing the forward-looking statements are reasonable, undue reliance should not be placed

on these statements and forward-looking information. Except where required by applicable law,

CDPR disclaims any intention or obligation to update or revise any forward -looking statement,

whether as a result of new information, future events or otherwise.

Further Information

Guy Goulet, CEO

Telephone: +1-579-476-7000

Mobile: +1-514-294-7000

[email protected]