North Vancouver, British Columbia–(Newsfile Corp. – September 1, 2026) – Cascadero Copper Corporation (TSXV: CCD)(“Cascadero” or the “Company“) is pleased to announce that it has entered into a share purchase and sale agreement dated September 1, 2026 (the “Agreement“) with Lumina Copper Corp. (“Lumina“), a wholly-owned affiliate of First Quantum Minerals Ltd., and Nelson Borch, a director of the Company, (together with the Company, the “Vendors“). Pursuant to the Agreement, the Vendors have agreed to sell to Lumina all of the issued and outstanding shares of Cascadero Minerals Corporation (“CMC“), which is owned 70% by the Company and 30% by Mr. Borch, for consideration consisting of: (i) US$15,000,000 in cash payable upon closing, subject to certain adjustments (the “Upfront Consideration“); and (ii) up to US$4,000,000 in cash payable after closing upon the occurrence of certain events (the “Deferred Consideration” and, together with the Upfront Consideration, the “Consideration“) (the “Transaction“). Through its subsidiaries, Salta Geothermal S.A. (“SGSA“), and Arisaru Resources S.A., CMC owns or will own certain mining rights, in Salta Province, north-west Argentina, comprising: La Sarita I, La Sarita II, La Sarita Sur II, Sarita Este (49%), Francisco I (50%), Francisco II (50%), Desierto I (33.3%), Desierto II (33.3%), Sarita Sur, Amarillo, Viejo Campo, Demasia – La Sarita I and Demasia – Sarita Sur.
The board of directors of the Company unanimously approved the Transaction after considering a number of factors, including the value realized for shareholders and the Company’s future strategic focus.
Pursuant to the Agreement, the Deferred Consideration consists of: (i) US$2,000,000 payable to the Vendors within ten business days after the board of directors of Lumina or any of its affiliates makes a final investment decision to construct the Taca Taca project; and (ii) US$2,000,000 payable to the Vendors within ten business days of US$100,000,000 has been incurred for construction of the Taca Taca project. All Consideration will be allocated to the Vendors in accordance with their respective interest in CMC. At closing of the Transaction, Lumina will, on behalf of the Company, pay approximately US$925,000, or such amount that is then outstanding, payable by the Company to an arm’s length third party. As a result, the Upfront Consideration and the Company’s portion thereof will be adjusted accordingly. Additionally, in connection with the Transaction, the Company will assume approximately $163,631 of debt owed by CMC to Mr. Borch (the “Debt Assumption“).
Prior to closing of the Transaction, the Company will complete a reorganization under which Cascadero Minerals S.A. will become a directly owned subsidiary of the Company and the Company will retain its ownership interests in the seven properties comprising the Taron Cesium project-El Oculto, Centauro, Cerro Lari I, Cerro Lari II, Las Burras, Incahuasi and Santa Rosa. Following completion of the Transaction, the Company will be primarily focused on the exploration and development of the Taron Cesium project in Argentina, and it will continue to own a portfolio of prospective exploration properties in Argentina.
Mr. Borch, as a director of the Company, is a “Non-Arm’s Length Party” under the policies of the TSX Venture Exchange (the “TSXV“), while Lumina is not a “Non-Arm’s Length Party”. The sale of the Company’s interest in CMC constitutes a sale of substantially all of the Company’s undertaking and, consequently, the Transaction will require approval of at least 66⅔% of the votes cast by shareholders of the Company at a special meeting of shareholders (the “Shareholder Approval“). The Transaction also constitutes a “Reviewable Disposition” under the policies of the TSXV. Closing of the Transaction remains subject to a number of customary closing conditions and receipt of all required corporate and regulatory approvals, including the approval of the Transaction by the TSXV and the Shareholder Approval.
In connection with the Transaction, Lumina has entered into voting and support agreements with certain shareholders of the Company holding an aggregate of approximately 47.9% of the outstanding common shares of the Company, calculated on a partially diluted basis. Pursuant to such agreements, those shareholders have agreed, subject to the terms thereof, to vote their shares in favour of the Transaction, vote against any transaction that could reasonably be expected to impede or delay completion of the Transaction and comply with certain customary restrictions on the transfer of their securities pending completion of the Transaction.
The Debt Assumption constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is expecting to rely on the exemption from the valuation requirements and minority shareholder approvals in MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Debt Assumption does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.
Paradigm Capital Inc. has acted as financial advisor to the Company in respect of the Transaction. Upon closing of the Transaction, the Company will pay to Paradigm Capital Inc. an advisory fee equal to 1% of the proceeds of the Transaction.
About Cascadero Copper Corporation
Cascadero Copper Corporation is focused on the exploration and development of its properties located in Argentina. Following completion of the Transaction, the Company expects to use a portion of the proceeds of the Transaction to continue evaluating the Taron Cesium project. The Company previously commissioned Wardell Armstrong International to prepare a preliminary economic assessment entitled “Preliminary Economic Assessment Taron Cesium Project, Argentina” with an issue date of April 22, 2024 (the “PEA“) and is considering the recommendations set forth therein. The Cascadero research and development team that was instrumental in developing the patent-pending mineral processing flowsheet on Taron mineral samples are expected to continue their work under the guidance of the Board.
All material information on the Company, including but not limited to a copy of the PEA, may be found on its website at www.cascadero.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Dr. George Gale
Interim CEO
Tel: 604-985-3327
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events, conditions or future financial performance of the Company based on future economic conditions and courses of action. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of any words such as “may”, “anticipate”, “plan”, “expect”, “believe” and similar expressions. In particular, this news release contains forward-looking information pertaining to, but not limited to, the following: completion of the Transaction and the terms thereof; payment of the Deferred Consideration; the expected closing of the Transaction and the timing thereof; the use of proceeds from the Transaction; and the Company’s plans and strategic direction following closing of the Transaction. Although the forward-looking information contained in this news release is based upon assumptions which management of the Company believes to be reasonable, the Company cannot assure investors that actual results will be consistent with such forward-looking information. With respect to forward-looking information contained in this news release, the Company has made assumptions regarding, but not limited to the receipt and timing of obtaining regulatory and corporate approvals for the Transaction. The Company’s actual results could differ materially from those anticipated in the forward-looking information, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to: the risk that the Transaction may not be completed as expected or at all; timing and receipt of applicable regulatory and corporate approvals for the Transaction; the expected benefits of the Transaction; unexpected costs or liabilities related to the Transaction; general economic, political, market and business conditions, including fluctuations in foreign exchange rates; litigation risks; and the other risks set forth in the Company’s most recent management’s discussion and analysis available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information herein and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers are cautioned that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the forward-looking information included in this news release. All forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Company has no intention, and undertakes no obligation, to update or revise any statements containing forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
