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CDPR.V ·

Cerro de Pasco Resources Restructures Santander Liabilities

Corporate Updates

Cerro de Pasco Resources Restructures Santander Liabilities

Montreal, Quebec, Canada — (February 1, 2024 ) Cerro de Pasco Resources Inc. (CSE:CDPR)

(OTCPK: GPPRF) (FRA: N8HP) (“CDPR” or the “Company”) announces that it has implemented

measures to strengthen its consolidated balance sheet by restructuring the liabilities (the

“Restructuring Plan”) at its wholly owned subsidiary Cerro de Pasco Subsidiaria del Perú SAC ,

owner of the Santander mine (“Santander”). Santander continues to perform safe and reliable

operations on a care and maintenance basis.

As part of the Restructuring P lan, Santander has applied for a Preventive Restructuring

Proceeding before the Peruvian National Institute for the Defense of Competition and the

Protection of Intellectual Property (“INDECOPI”). Following review by INDECOPI, Santander has

qualified for, and be en granted a framework and formal space of time to reach effective

agreements with recognized creditors, to ensure long-term continuity of operations.

The Company remains optimistic about its long -term prospects as it stabilizes its business

following a significant drop in zinc price and reduced head -grades at Santander’s legacy El

Magistral deposit.

The Restructuring Plan will enable the Company’s Santander subsidiary to restructure payables

with suppliers in a controlled and orderly way and complement any potential project financing

for Santander’s higher-grade Pipe Project.

Formal next steps include a detailed audit of the creditor list by INDECOPI , following which

Santander will submit a restructuring plan. Once approved, the Preventive Restructuring

Proceeding will conclude, and the restructuring plan will take effect accordingly. Th rough this

process, the Company intends to achieve a uniform settlement.

Guy Goulet, CEO: “It is a good moment to draw the line, agree on terms and look ahead to a very

promising new beginning for Santander. Santander is uniquely located with claims across one of

the most prospective mineralized zones of Peru . The Pipe Project is shovel ready and we have

completed extensive due diligence with several prospective lenders . The Peruvian regulatory

framework provided is highly effective for all parties in circumstances such as ours and will enable

us to return to a new era of profitable operations at Santander within a reasonable timeframe.

Meanwhile, the Quiulacocha Tailings Project is also progressing well, along its own separate path.”

Convertible Debenture Extension

The Company further announces the execution of an amended and restated investment

agreement with Riverfort Global Opportunities PCC LTD., pursuant to which the parties agreed to

postpone the maturity date of the outstanding convertible debenture, in the amount of

$1,641,215.94, to July 1, 2024. Subject to the approval of the Canadian Securities Exchange, the

Company will issue 5,000,000 common share purchase warrants to Riverfort, exercisable at $0.15,

for a period of two years.

About the Company and Santander

Cerro de Pasco Resources is a mining company, with the goal to become the next mid -tier

producer in Peru. CDPR is focused on the development of its principal 100% owned asset, the El

Metalurgista mining concession, comprising mineral tailings and stockpiles extracted from the

Cerro de Pasco open pit mine in Central Peru. The company’s approach at El Metalurgista entails

the reprocessing and environmental remediation of mining waste and the creation of numerous

opportunities in a circular economy. CDPR is al so focused on mining, development and

exploration of its wholly -owned 6,000 -hectare Santander Mine in the highly prospective

Antamina-Yauricocha Skarn Corridor, located 215 km from Lima. CDPR founded on clear the

objectives, to engender long -term economic sustainability and benefit for the local population,

from an economic, social and health point of view.

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”, “estima tes”, “intends”,

“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 exp ressions. Forward -looking statements, including the

expectations of CDPR’s management regarding the implementation of Santander’s restructuring

plan, are subject 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 associated with exploration, development and

mining activities; the impact of macroeconomic events, and any material adverse effect on the

business, properties and assets of CDPR, as well as the relevant assumptions and risks factors set

out in CDPR’s public documents, available on SEDAR+ at www.sedarplus.ca. 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]