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Grafton Resources Announces Letter of Intent for Acquisition of Two Gold Projects in Chile

Mergers & Acquisitions

Grafton Resources Announces Letter of Intent for Acquisition of Two Gold Projects in Chile

Vancouver, British Columbia - May 19, 2026 - Grafton Resources Inc. (CSE:GFT; OTCQB: GFTFF;

FSE: K8L0) (“Grafton” or the “Company”) is pleased to announce that it has entered into a non-

binding letter of intent (the “ LOI”) with Newmont USA Limited (“ Newmont”) regarding the

Company’s proposed acquisition of two gold-focused exploration projects (the “Projects”) located

in Chile (the “Proposed Acquisition”).

The Company anticipates that the Proposed Acquisition, if completed, would further strengthen

Grafton’s exploration portfolio in Chile and complement its existing regional land position.

Management believes the Projects demonstrate attractive geological characteristics and provide

potential operational and exploration synergies with nearby properties currently held by the

Company. Grafton considers the broader district to be highly prospective and believes the

consolidation of strategically located concessions may enhance future exploration planning and

regional-scale targeting opportunities.

The parties intend to negotiate and enter into a definitive agreement (the “ Definitive

Agreement”) in respect of the Proposed Acquisition. Entry into the Definitive Agreement is

subject to satisfactory tax, corporate and securities law advice for each of the Company and

Newmont. Completion of the Proposed Acquisition remains subject to a number of conditions,

including completion of due diligence, negotiation and execution of definitive documentation,

and receipt of all necessary corporate and regulatory approvals, including the approval of the

Canadian Securities Exchange (the “CSE”). The LOI does not create a binding obligation on either

party to complete the Proposed Acquisition, except with respect to certain customary binding

provisions.

Campbell Smyth, Chief Executive Officer of Grafton, commented: “ We are very pleased to have

reached this stage. The Proposed Acquisition aligns with Grafton’s strategy of building a strong

district-scale position in prospective mineral belts within Chile. We believe the Projects may offer

compelling geological and operational synergies with our existing land holdings, and we look

forward to advancing discussions toward a Definitive Agreement.”

Further details regarding the Proposed Acquisition will be disclosed in due course as material

developments occur, in accordance with applicable securities laws and the policies of the CSE.

Newmont is an arm’s length party to the Company.

The CSE has not in any way passed upon the merits of the matters referenced herein and has

neither approved nor disapproved the contents of this news release.

About Grafton Resources

Grafton Resources is a Canadian exploration company listed on the Canadian Securities Exchange (CSE),

focused on the discovery and development of mineral 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.

Campbell Smyth

Interim Chief Executive Officer, Chairman and Director

For further information, please contact:

Campbell Smyth

[email protected]

+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

Proposed Acquisition, potential mineralization at the Projects, future exploration plans on the Projects 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 Proposed Acquisition; 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.