Resouro Amends Terms of Private Placement
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – T el: +1 403 807 2948
Level 10, Kyle House, 27 -31 Macquarie Place, Sydney NSW 2000 – T el: + 61 407 123 143
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TSX-V Release ASX Release
21 September 2025 22 September 2025
Resouro Amends Terms of Private Placement
Resouro Strategic Metals Inc. (ASX: RAU; TSX-V: RSM; OTCQB: RSGOF; FSE: 8TX;) ("Resouro" or
the "Company") announces that it has amended the terms of the non -brokered private placement that was
previously announced on August 19, 2025. The Company now proposes to complete a non-brokered private
placement of 15,000,000 units at a price of CAD$0.20 per unit for gross proceeds of up to $3,000,000 (the
“Offering”). Each unit is comprised of one common share ("Common Share") in the capital of the Company
and one -half of one common share purchase warrant, with each whole warrant being exercisable into one
Common Share at a price of $0.30 for a three-year period from the date of issuance. The Company expects
to close the Offering in one tranche by the end of September 2025. In accordance with applicable securities
laws and the policies of the TSX V enture Exchange, the Company may pay finders fees to eligible and
qualified persons who introduce subscribers to the Offering.
As previously announced, t he Company intends to use the net proceeds of this Offering to advance the
engineering program, an essential step toward the Preliminary Economic Asses sment for the Company’ s
Tiros project, as well as for general working capital purposes.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary
regulatory approvals including the approval of the TSX V enture Exchange. The Offering is also being
conducted using the Company’s placement capacity pursuant to ASX Listing Rule 7.1. No Related Parties
or their Associates are participating in the Offering. All of the securities to be issued under the Offering will
be subject to a four-month resale restriction in accordance with applicable securities l egislation.
None of the securities to be issued in the Offering have been or will be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the
United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from
the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, securities of the Company in the United States.
This announcement has been authorized for release by the Board of Directors.
Contact Information:
Christopher Eager,
CEO and Executive Chairman
+44 7388 0579809
About the Company
Resouro is a Canadian incorporated mineral exploration and development company, listed on the ASX, TSXV,
OTC and FSE, focused on the discovery and advancement of economic mineral projects in Brazil, including the
Tiros Titanium -Rare Earths Project and the Novo Mundo Gold Project. The Tiros project has 28 mineral
concessions totalling 497 km 2 located in the state of Minas Gerais, one of the best infrastructurally developed
states of Brazil, 350 km from the state capital of Belo Horizonte. Resouro's Mineral Resource Estimate for the
Tiros Project contains 165 million tonne s of titanium dioxide and 5.5 million to nnes of total rare earths oxides
within a Measured and Indicated Resource of 1.4 billion tonne s at 12% titanium dioxide and 4,000 ppm of total
rare earth oxides .
Resouro Strategic Metals Inc.
BC0430203 (Canada) ARBN 671 716 457 (Australia)
Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1 – T el: +1 403 807 2948
Level 10, Kyle House, 27 -31 Macquarie Place, Sydney NSW 2000 – T el: + 61 407 123 143
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Note: Further details of the Company’s JORC MRE are contained within the Company’s ASX announcement of 9
April, 2025/TSX-V 8 April 2025 . Resouro is not aware of any new information or data that materially affects the
information included in the Company’ s announcement and that all material assumptions and technical parameters
underpinning the estimates referred to therein continue to apply and have not materially changed.
Forward-Looking Information
This news release contains certain "forward -looking information" within the meaning of applicable securities law.
Forward -looking information is frequently characterized by words such as "plan", "expect", "project", "intend",
"believe", "anticipate", "esti mate" and other similar words, or statements that certain events or conditions "may" or
"will" occur. Although we believe that the expectations reflected in the forward -looking information are reasonable,
there can be no assurance that such expectations wi ll prove to be correct. We cannot guarantee future results,
performance or achievements. Consequently, there is no representation that the actual results achieved will be the
same, in whole or in part, as those set out in the forward -looking information.
Forward -looking information is based on the opinions and estimates of management at the date the statements are
made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results
to differ materially fr om those anticipated in the forward -looking information. Some of the risks and other factors that
could cause the results to differ materially from those expressed in the forward -looking information include, but are
not limited to: general economic conditi ons in Canada and globally; industry conditions, including governmental
regulation and environmental regulation; failure to obtain industry partner and other third party consents and
approvals, if and when required; the need to obtain required approvals fr om regulatory authorities; stock market
volatility; liabilities inherent in the mining industry; competition for, among other things, skilled personnel and
supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation
problems; changes in tax laws and incentive programs; failure to realize the anticipated benefits of acquisitions and
dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as
exhaus tive.
The forward -looking information contained in this news release is expressly qualified by this cautionary statement. W e
undertake no duty to update any of the forward -looking information to conform such information to actual results or
to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned
not to place undue reliance on forward -looking information.
Neither the ASX, OTC, TSX V enture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX V enture Exchange) accepts responsibility for the adequacy or accuracy of this release.
DOMAIN Category Million Tonne TiO2 % TREO (ppm) MREO (ppm)MREO/TREO ratio
HG (High Grade) Measured 30 24 9,300 2,500 27%
Indicated 74 23 8,900 2,300 26%
M + I 103 23 9,100 2,400 26%
Inferred 33 22 8,300 2,200 26%
MG (Medium Grade) Measured 340 11 3,700 1,000 28%
Indicated 930 11 3,600 1,000 28%
M + I 1,300 11 3,600 1,000 28%
Inferred 470 11 3,400 920 27%
TOTAL (HG+MG) Measured 367 12 4,100 1,100 28%
Indicated 1,000 12 4,000 1,100 27%
M + I 1,400 12 4,000 1,100 28%
Inferred 500 12 3,700 1,000 27%