Cerrado Gold以2000万美元收购Pan American旗下阿根廷Manantial Espejo金银矿

• • Mine produced 110,000 to 137,500 Gold Equivalent Ounces ("GEOs") between 2009 and 2016 annually and produced 52,000-88,000 GEOs between 2017 and 2022 annually.
  • Mining and processing activities concluded at the end of 2022, after the operation produced 68,000 GEOs in 2022, with mineralized material remaining in place.

Highlights:

• Cerrado acquires 100% of the issued and outstanding shares of Minera Tritón Argentina S.A. ("MTA"), from Pan American Silver Corp. ("Pan American")
• MTA has produced approximately 1.4 million GEOs with strong silver credits since inception.
• Total consideration of US$20 million in cash: US$10 million at closing and two deferred payments of US$5 million. MTA has also granted Pan American a 1.0% net smelter returns royalty in settlement of existing indebtedness owed by MTA to Pan American
• Cerrado to acquire MTA, with its subsidiary Minera Don Nicolás providing all funding for the acquisition and start-up.
• Strong support by Government of Santa Cruz has expedited acquisition and potential return to operations
• Cerrado assumes all historical, current and future liabilities of MTA, including closure obligations, with a financial closure guarantee.
• MTA has established processing infrastructure with 2,500 tonnes per day mill capacity in place providing a platform for a rapid restart of operations and positions Cerrado for significant Gold Production Growth.
• Exploration opportunities identified around existing workings and across the wider property to grow resources.

Cerrado Gold Inc. [TSX.V: CERT] [OTCQX: CRDOF] ("Cerrado" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated November 13, 2026 (the "Agreement") with Pan American and Aquiline Resources Inc., a wholly-owned subsidiary of Pan American, (together, the "Vendors") and acquired all of the issued and outstanding shares of Minera Tritón Argentina S.A. ("MTA"), the owner of the past-producing Manantial Espejo mine, and the related mining concessions located in Santa Cruz Province, Argentina (the "Property") (the "Transaction"). All dollar amounts in this news release are expressed in United States dollars unless otherwise indicated.

Transaction Details:

• The acquisition was completed on an "as is, where is" basis.
• Upfront cash payment of US$10 million paid on closing.
• Deferred payments of US$5 million in cash payable on the first and second anniversaries of the closing date.
• MTA has granted Pan American a 1.0% net smelter returns royalty (the "NSR Royalty") on all future production from the Property in settlement of existing indebtedness owed by MTA to Pan American. The NSR Royalty is secured by a first-degree mortgage over the mining concessions comprising the Property and a parent guarantee from Cerrado.
• The Company is not aware of any other material indebtedness of MTA other than the intercompany indebtedness settled by the NSR Royalty.
• The assumption of all historical, current and future liabilities, including closure liabilities, with the financial closure guarantee required under Santa Cruz provincial law for approximately US$13.8 million, which the Company will satisfy through a financial institution letter of credit, avoiding impact to its working capital position.

Mark Brennan, CEO and Chairman, commented: "We are extremely pleased to acquire MTA and the Manantial Espejo mine. Based on our due diligence, we have developed a phased redevelopment and refurbishment plan to bring the operations back into production in 2027. Through additional exploration and development, it is Cerrado's objective to bring MTA back to historical production levels."

He continued, "We believe this acquisition positions Cerrado for significant accelerated production growth in Santa Cruz. With funds available in Argentina to support our development plans, we believe this opportunity should enhance shareholder value without shareholder dilution."

The Transaction is an arm's-length transaction. No securities of the Company are being issued as consideration and no approval of the Company's shareholders is required.

Property Details

MTA's operations consist of the Manantial Espejo mine, situated in Santa Cruz Province, approximately 160 kilometers west of Puerto San Julián on Route 25, and 50 kilometers west of the town of Gobernador Gregores (population 7,000), in southern Argentina (Patagonia).

The Property consists of a total of 25 mining properties, including 17 mining properties constituting the Manantial Espejo mining group and eight other separate mining properties, covering a total of approximately 45,255 hectares. The Property also includes three surface properties (ranches) owned by MTA that will support its mining and exploration activities. Certain concessions comprising the Property are subject to a pre-existing 0.5% net smelter return royalty.

The mine was constructed in 2006 and commenced operations in 2008. Mining activities concluded at the end of 2022 and the mine was closed in early 2023, following which the operation was placed on care and maintenance. The site consists of two historical open-pit mines and additional underground workings accessed from three portals. Mining ceased while mineralized material remained in place.

Historical operations consisted of a mill capable of operating at up to 2,500 tonnes per day, and associated infrastructure including a tailings pond facility used to produce doré. Based on Cerrado's due diligence review, the Company believes these facilities remain in good condition and management believes this positions the mine for a rapid restart. Figure 1 below highlights the historical gold and silver production and head grades reported by the previous owner. As shown in Figure 1 below, metal production reached a peak of approximately 137,500 GEOs in 2011 before declining due to lower grades and less open pit material being available to support filling the mill with a blend of open pit and underground material.

Figure 1. Historical Production and Operating Data

查看配图：Figure 1. Historical Production and Operating Data

Source: Derived from Pan American Silver Interactive Analyst Center website data, available at https://iac.virtuaresearch.com/?Ticker=PAAS&Exchange=NASDAQGS and in Pan American's Published Annual reports in respect of each year.

The historical production and grade information set out above and in Figure 1 is derived from Pan American's public disclosure. That information has not been independently verified by the Company or its Qualified Persons and is not necessarily indicative of future performance or of the results that may be achieved if mining at the Property is resumed.

Gold Equivalent Production Calculated, not reported by Pan American Silver: gold production (thousand oz) + silver production (million oz) x 1,000 x annual average silver price / annual average gold price. Prices are World Bank nominal annual market averages, not company realized prices. Uses published rounded inputs; no additional recovery or payability adjustment. 2008 remains NR.

Phased Redevelopment Plan

The Company has developed a phased redevelopment plan for the Property for 2027. The initial phase will focus on de-watering the underground mine and refurbishing underground and surface infrastructure as needed. This is expected to take up to six months. A new mining fleet for surface and underground operations is also expected to be brought on site to commence mining operations when ready. Based upon current internal plans, initial commissioning of the operation and initial production are expected to be sourced by processing of low-grade stockpiles and then blending in new mineralized material from newly commenced underground mining operations. The initial phase of the redevelopment plan is targeting operation of the mill at approximately 1,000 tonnes per day, being the rate at which the operation was performing prior to shutdown. The redevelopment plan has used this throughput rate as the initial target for commissioning. This leaves spare mill capacity should exploration define additional sources of mill feed.

Cerrado's current operations at Minera Don Nicolas ("MDN"), also in Santa Cruz Province, provide an established operating foundation in Santa Cruz. Cerrado intends to draw on its knowledge of local conditions, government, supplier and contractor relationships, procurement systems and recruitment experience to support the redevelopment of the Property. Opportunities to share technical support and apply lessons from MDN in maintenance, metallurgical control and operating discipline will be evaluated as the plan is refined. This regional experience is a practical advantage for mobilization and the rebuilding of operating capability.

The Company is not providing production guidance for the Property at this time and expects to do so once sufficient technical work has been completed. The timing and level of any future production will depend on sufficient economic feed being defined, operating performance and execution of the redevelopment program.

The planned restart timing and targeted mill throughput described above are forward-looking information, are subject to material assumptions, risks and uncertainties, including those described under "Disclaimer" below, and may not be achieved.

No mineral resource or mineral reserve has been estimated for the Property in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"), and no preliminary economic assessment, pre-feasibility study or feasibility study has been prepared for the Property. Any decision by the Company to resume mining at the Property would accordingly not be based on a feasibility study of mineral reserves demonstrating economic and technical viability. Projects advanced on that basis carry a materially higher risk of economic or technical failure, including the risk that grades, metallurgical recoveries, capital and operating costs, de-watering and refurbishment requirements, permitting outcomes and production rates differ materially from the Company's current expectations, and the risk that no production is achieved at all.

Exploration Program
In parallel with the above noted mine redevelopment plan, the Company also plans to undertake an exploration drill program of approximately 40,000 metres on the Property in 2027, with the objective of generating sufficient data to support the preparation of an initial mineral resource estimate for the Property in accordance with NI 43-101. There is no certainty that the program will be completed as planned or that it will result in the delineation of mineral resources.

Based on its review of the information made available by the Vendors during its due diligence investigation, including historical mine plans, survey data and the historical drilling database for the Property, Cerrado has identified a target for further exploration in the previously mined open pit and underground areas of between 1.3MM and 1.8MM tonnes at a grade of between 1.5 and 2.8 grams per tonne gold that was left unmined at closure.

Analyzing the historical database, there is considerable exploration upside across the Property. The key target is the Punta Maria Vein, which represents the eastern extension of the project's main mineralized structure. Three existing underground drifts have returned positive channel sample results. Beyond these drifts, eight exploration drill holes completed by Pan American have confirmed high grade mineralization along approximately 600 meters of strike length. Cerrado plans to further drill this area in a closer drilling mesh and convert these intersections into Mineral Resources to support future mine development planning and production.

Open-pit opportunities are also being evaluated across the Property. Potential pushbacks of the existing mature pits, as well as shallow, lower-grade mineralized intersections, represent additional exploration upside. The Karina and Concepción pits, both at a mature stage of development, could be further drilled along strike and at depth to assess extension potential and re-evaluate their economic viability. In addition, the Punta Maria and Puntita Maria open-pit targets contain several low-to-medium-grade mineralized intersections that should be considered in future drilling programs and economic evaluations, with the objective of defining and potentially converting these mineralized zones into Mineral Resources following appropriate verification and resource estimation work.

Figure 2. Underground and Open Pit Opportunities

Important: The drill holes composites presented were completed by Pan American and analyzed at MDN's internal laboratory. The available QA/QC reports were reviewed and indicate that analytical standards were generally met, with any identified failures occurring at acceptable levels. However, the assay results presented have not been verified through a re-assay program at an independent accredited laboratory. As such, these results should be considered historical in nature and require independent validation before being relied upon for Mineral Resource estimation or public disclosure. 

The MTA project is hosted in Chon Aike formation rocks. Compared with other volcanic units present in the Deseado Massif, such as the andesitic rocks of the Bajo Pobre Formation, the Chon Aike rhyolites are more closely associated with the development of large low- and intermediate-sulphidation epithermal systems. Numerous significant deposits and operating mines within the district, including Cerro Vanguardia, Cerro Negro, San José, Martha, and La Josefina, are hosted wholly or partially within Chon Aike volcanic rocks and related structure. Mineralization at these deposits is not necessarily indicative of mineralization on the Property.

The Company believes that there is potential for near-mine exploration within a 10 km radius of the operation. The map below highlights areas that have been tested by drilling (white dots) and locations where surface sampling returned gold grades greater than 0.5 g/t Au (red triangles). Several of these surface geochemical anomalies remain untested by drilling, representing potential exploration targets. As part of its expansion strategy, Cerrado plans to systematically rank, prioritize, and drill-test these anomalies to evaluate their potential for mineral resource growth in proximity to the existing mine infrastructure.

Figure 3 – Exploration Targets

查看配图：Figure 3 – Exploration Targets

Source: Cerrado Gold's interpretation based on Due Diligence Review of information data room, with a Freezing date of Dec 2022 (Mine Shutdown). Map layout: July 2026.

The potential quantity and grade of this exploration target are conceptual in nature. There has been insufficient exploration to define a mineral resource on the Property, and it is uncertain whether further exploration will result in the target being delineated as a mineral resource. The exploration target is not a mineral resource or a mineral reserve, it has not been estimated in accordance with NI 43-101 or the CIM Definition Standards, and it must not be relied upon as if it were a mineral resource estimate. Cerrado is not treating the exploration target as a current mineral resource or mineral reserve and has not used it in any economic analysis.

Permitting and Closure Obligations
The Property is subject to an approved mine closure plan and to ongoing permitting, reporting and closure obligations under Argentine federal and Santa Cruz provincial law, which the Company has assumed on closing. Certain of the environmental and mining permits for the Property, including the environmental impact report for the project, will require updating or renewal before mining activity at the Property is resumed. The financial closure guarantee required under Santa Cruz provincial law of approximately US$13.8 million and will be satisfied through an environmental insurance policy, avoiding impact to the Company's working capital position.

Government Cooperation and Local Employment

Cerrado is working closely with local government and the provincial Mining Secretariat as it advances the redevelopment of the Property. The acquisition supports their efforts to expand employment and economic activity in Santa Cruz, particularly in the communities surrounding the operation. A phased return to operations offers the opportunity to create direct employment, support local contractors and suppliers, and rebuild mining skills in the region.

Review of Technical Information
The scientific and technical information in this news release has been reviewed and approved by Andrew Croal, P.Eng., Chief Technical Officer for Cerrado, who is a Qualified Person as defined in NI 43-101. The geological database and drilling information in this news release have been reviewed through site visits and approved by Cid Bonfim, P. Geo., Senior Geologist at Cerrado Gold, who is a Qualified Person as defined in NI 43-101. Mr. Croal and Mr. Bonfim are employees of Cerrado and are not independent of the Company. The technical information relating to the Property was generated by the previous owner and was made available to Cerrado in the course of its due diligence investigation. The Company's Qualified Persons have reviewed that information and have visited the site, but have not independently verified the historical sampling, analytical and test data underlying it, and the quality assurance program and quality control measures applied to the historical drilling have not been independently confirmed. Accordingly, that data has not been verified for the purposes of section 3.2 of NI 43-101, and readers are cautioned not to rely upon it.

Regulatory Filings

The Company will file a material change report in respect of the Transaction, together with a copy of the Agreement, on SEDAR+ in accordance with applicable Canadian securities laws.

About Cerrado

Cerrado Gold is a Toronto-based gold production, development, and exploration company. The Company is the 100% owner of the producing Minera Don Nicolás and Las Calandrias mine in Santa Cruz province, Argentina. In Portugal, the Company holds an 80% interest in the highly prospective Lagoa Salgada VMS project through its position in Redcorp - Empreendimentos Mineiros, Lda. In Canada, Cerrado Gold is developing its 100% owned Mont Sorcier Iron project located outside of Chibougamau, Quebec.

In Argentina, Cerrado is maximizing asset value at its Minera Don Nicolas ("MDN") operation through continued operational optimization and is growing production through its operations at the Las Calandrias heap leach project. An extensive campaign of exploration is ongoing to further unlock potential resources in our highly prospective land package in the heart of the Deseado Massif.

In Portugal, Cerrado is focused on the development and exploration of the highly prospective Lagoa Salgada VMS project located on the prolific Iberian Pyrite Belt in Portugal. The Lagoa Salgada project is a high-grade polymetallic project, demonstrating a typical mineralization endowment of zinc, copper, lead, tin, silver, and gold. Extensive exploration upside potential lies both near deposit and at prospective step-out targets across the large 7,209-hectare property concession. Located just 80km from Lisbon and surrounded by existing infrastructure, Lagoa Salgada offers a low-cost entry to a significant development and exploration opportunity, already showing its mineable scale and cashflow generation potential.

In Canada, Cerrado is developing its 100% owned Mont Sorcier high-purity, high-grade, Direct Reduced Iron project, located on the traditional Cree territory of Eeyou Istchee James Bay in the municipality of Chibougamau. The Mont Sorcier project has the potential to produce a premium iron concentrate over a long mine life at low operating costs and low capital intensity. Furthermore, its high-grade and high-purity product facilitates the migration of steel producers from blast furnaces to electric arc furnaces, contributing to the decarbonization of the industry and the achievement of sustainable development goals.

For more information about Cerrado, please visit our website at www.cerradogold.com.

Mark Brennan   
CEO and Chairman 

Mike McAllister
Vice President, Investor Relations
Tel: +1-647-805-5662
mmcallister@cerradogold.com    

Disclaimer

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements contained in this news release include, without limitation, statements regarding the plan to bring the Property back into production during 2027, the availability of funds in Argentina to support the redevelopment plan, the expectation that the plan will enhance shareholder value without dilution, the Company's plans for de-watering and refurbishment at the Property, the acquisition and deployment of a new mining fleet and the anticipated timing of that work, the planned commissioning and initial production from low-grade stockpiles and newly mined underground mineralized material, the targeted initial mill throughput of approximately 1,000 tonnes per day and the availability of spare mill capacity if additional sources of mill feed are defined, the expectation that the Company will provide production guidance for the Property in the future, the amount, constitution and approval of the closure guarantee, the expectation that the closure guarantee will be satisfied through an environmental insurance policy and the anticipated impact of that arrangement on the Company's working capital, the performance of the closure, reclamation, environmental and social obligations in respect of the Property, the completion of any outstanding registrations relating to the NSR Royalty and the related mortgage, the payment of the deferred payments, the status, updating and renewal of the environmental and mining permits for the Property, the Company's plan to complete an approximately 40,000-metre exploration drill program in 2027, the potential quantity and grade of the exploration target described above, and the objective of generating sufficient data to support an initial mineral resource estimate for the Property, the Company's plans to drill the Punta Maria Vein at closer spacing with the objective of defining a mineral resource, the evaluation of potential open-pit opportunities on the Property, including pushbacks of the Karina and Concepción pits and the Punta Maria and Puntita Maria open-pit targets, the planned ranking, prioritization and drill-testing of surface geochemical anomalies within approximately 10 kilometres of the existing operation, the exploration potential of the Property, and the potential creation of direct employment and economic activity in Santa Cruz. In making the forward-looking statements contained in this news release, Cerrado has made certain assumptions, including that any third-party consents, certificates and registrations required for the Company's post-closing activities will be obtained, that the Company will have access to the funds required to pay the deferred payments and to fund the planned work programs, that the historical technical information generated by the previous owner is reliable, that historical drill, channel and surface sampling results, including assays from the previous owner's internal laboratory, will be confirmed by independent verification, that drilling contractors, equipment and personnel will be available on acceptable terms and that the planned approximately 40,000-metre drill program will be completed as contemplated, that de-watering and refurbishment will be completed within the timeframes and budgets currently expected, that the planned mining fleet will be available and deployed on the anticipated timetable, that sufficient mill feed will be available and that the mill and related infrastructure will perform as expected, that the required Argentine permits and approvals will be obtained or renewed on acceptable terms, that the financial closure guarantee can be satisfied through an environmental insurance policy on acceptable terms, and assumptions regarding future metal prices, exchange rates, inflation and operating and capital costs in Argentina. Although Cerrado believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the absence of any mineral resource or mineral reserve estimate, preliminary economic assessment, pre-feasibility study or feasibility study for the Property, the risk that the planned approximately 40,000-metre exploration program is delayed, modified or not completed and that the exploration target is not delineated as a mineral resource, the risk that historical exploration results, including assays from the previous owner's internal laboratory, cannot be independently verified or are materially different on re-assay, the risk that exploration drilling at Punta Maria, the existing pits or untested anomalies does not result in the delineation of mineral resources or economically viable mineralization, the inherent uncertainty of mineral exploration, the risk that the planned restart timing, commissioning strategy and targeted mill throughput are not achieved, that sufficient economic mill feed is not defined or available and that the existing mill and related infrastructure do not perform as expected, the risk that the costs of de-watering, refurbishment, the new mining fleet, closure and reclamation materially exceed current estimates and that the environmental insurance policy required for the closure guarantee is unavailable or requires premiums, collateral or other terms that adversely affect the Company's working capital, the outstanding permitting matters relating to the Property, including the environmental impact report that requires updating, the pre-existing third-party royalty on the Property, the assumption of all historical and future liabilities in respect of the Property on an "as is, where is" basis with limited recourse to the Vendors, political, legal, taxation, foreign exchange and inflation risk in Argentina, title and registration risk, fluctuations in gold and silver prices, general business, economic, competitive, political and social uncertainties, and the risks and uncertainties described under the heading "Risks & Uncertainties" in the Company's Management's Discussion and Analysis and other filings made with the securities commissions in Canada. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Cerrado disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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