Grafton Resources Enters into Definitive Option Agreement to Acquire 100% of the Alicahue Copper-Gold Project in Chile
Grafton Resources Enters into Definitive Option Agreement to Acquire 100% of the Alicahue
Copper-Gold Project in Chile
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.
Vancouver, British Columbia – December 19, 2025 – Grafton Resources (CSE:GFT; OTCQB:
PMSXF) ("Grafton Resources" or the "Company") is pleased to announce that the Company, through
a wholly-owned Chilean subsidiary, has entered into a definitive option agreement dated December
16, 2025 (the “Subsidiary Option Agreement”) with Asesorias e Inversiones Sol SpA (the “Vendor”),
an arm’s length vendor, pursuant to which the Vendor has granted to the Company an exclusive option
(the “ Option”) to acquire a 100% interest in the Alicahue Copper-Gold Project (the “ Project” or
“Alicahue”), located in the Valparaiso Region of Chile. 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 and 67 km from
the coast. The Subsidiary Option Agreement dated December 11, 2025, together with a share
consideration agreement dated December 16, 2025 entered into between the Company and the Vendor
(collectively, the “ Option Agreement ”) supersede the framework agreement entered into between
the Company and the Vendor that was previously announced in the Company’s press release dated
October 28, 2025.
Campbell Smyth, Interim Chief Executive Officer, Chairman and a director of Grafton Resources
commented: “Completing the acquisition of Alicahue is the first step in building a high-value portfolio of
gold and copper projects that can give shareholders both momentum and leverage to this metals cycle.
We will continue to add Chilean copper and gold assets to Grafton as we believe both metals remain in a
structural bull market and that Chile is among the most stable and mining-friendly jurisdictions
worldwide.”
Merlin Marr-Johnson, Technical Advisor to Grafton Resources commented: “ Alicahue offers Grafton a
tremendous opportunity to explore several significant and newly-identified copper and gold targets
within one project area. The project lies in the southern projection of the same metallogenic belt of Chile
that hosts large porphyries such as El Salvador, Escondida, and Chuquicamata. The combination of
geology and geochemistry points to the potential for a classic porphyry deposit at Alicahue. Ongoing
mapping and sampling will be complemented by an airborne MMT geophysical survey in early 2026.”
Option Agreement Terms
The Option is 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 is 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 is 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 Option
Agreement
US$1,000 Such number of common
shares equal to
US$100,000.
First Anniversary of
Option Agreement
US$74,000 Such number of common
shares equal to US$75,000
Second Anniversary of
Option Agreement
US$75,000 Such number of common
shares equal to US$75,000
Signing Payment and Finder’s Fee
In satisfaction of the signing payment obligations, the Company has paid US$1,000 to the Vendor and
issued 312,955 common shares in the capital of the Company (the “ Signing Payment Shares”) to the
Vendor at a deemed price of C$0.44 per Signing Payment Share.
The Company will also issue 1,450,400 common shares in the capital of the Company (the “ Finder
Shares”) (representing a 7% finder’s fee on the total value of the Option, assuming full exercise) at a
deemed price of $0.50 per Finder Share to a certain arm’s length finder (the “ Finder”) in connection
with the Option Agreement. The Company has issued the first 500,000 Finder Shares, which became
due upon signing of the Option Agreement. A further 500,000 Finder Shares will be issuable to the
Finder upon the completion of a maiden drill program on the Project, and the last 450,400 Finder
Shares will be issuable to the Finder upon the exercise of the Option.
The Signing Payment Shares, all additional common shares to be issued to the Vendor under the Option
Agreement, and all Finder Shares will be subject to a four-month and a day hold period pursuant to
Canadian securities laws and the policies of the Canadian Securities Exchange (the “ Exchange”).
Correction to News Release dated November 27, 2025
The Company announces a correction to the finder’s fee figures disclosed in its news release dated
November 27, 2025 relating to the closing of its non-brokered private placement. The Company paid
$137,784 in cash, and issued 275,568 non-transferable finder’s warrants (each, a “November Finder’s
Warrant”) to certain arm’s length finders. Each November Finder’s Warrant will entitle the holder to
purchase one common share of the Company at a purchase price of $0.80 per share until November
27, 2027. The Company will post an amended Form 9 – Notice of Issuance or Proposed Issuance of Listed
Securities on the Exchange’s website in order to reflect this correction.
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
Interim Chief Executive Officer, Chairman and Director
For further information, please contact:
John Campbell Smyth
+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, 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; 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.