At closing Alpayana will hold an approximate 19.9% equity stake in Magna

Magna Mining Inc. (TSX: NICU) is pleased to announce a non-brokered private placement financing with Alpayana S.A.C. to purchase 62,222,222 common shares of the Company at a price of C$2.25 per Share for aggregate gross proceeds of approximately C$140,000,000. At closing of the Offering, Alpayana is expected to hold approximately 19.9% of the issued and outstanding shares of Magna.

Jason Jessup, CEO of Magna, commented “We are extremely pleased with this proposed strategic investment from Alpayana and welcome them as a major shareholder of Magna. Alpayana is a Peruvian mining company with six operating underground mines in Latin America. Their operating experience in Peru and Mexico dovetails well with our growing production, advanced stage projects, extensive property portfolio and deep knowledge of the Sudbury Basin in northeastern Ontario. Most importantly, the values of our two companies are very closely aligned. This financing will allow us to simultaneously pursue multiple growth opportunities and accelerate the advancement of our past-producing Levack and Crean Hill projects. We look forward to working with the team from Alpayana in order to learn from each other and explore additional opportunities for growth in Sudbury.”

Alejandro Gubbins, Chairman of Alpayana, noted “This investment reflects Alpayana’s confidence in Magna’s team and in the exceptional geological endowment of the Sudbury Basin. As a private group with four decades of continuous operations in Latin America, we are proud to extend our long-term, responsible approach to mining into one of the world’s most established districts, and to support Magna as it advances its growth pipeline in the region.”

The net proceeds of the Offering will be used to fund advancement of Magna’s development activities at its mineral projects located in the Sudbury region of Ontario, Canada, as well as for general corporate and working capital purposes.

Completion of the Offering will be subject to regulatory approval, including the approval of the Toronto Stock Exchange and other customary regulatory approvals and closing conditions for a transaction of this nature including, but not limited to, execution of a subscription agreement between the Company and Alpayana. The Shares issued under the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the closing date of the Offering. The Company will pay to certain finders an aggregate finder’s fee on the gross proceeds of the Offering, in cash, in accordance with applicable securities laws and TSX policies. The Company anticipates closing of the Offering as soon as practicable, subject to receipt of all required regulatory approvals.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the applicable securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in the 1933 Act) unless such securities are registered under the 1933 Act and applicable state securities laws, or an exemption from the registration requirements of the 1933 Act and the applicable securities laws of any state of the United States is available. Accordingly, securities purchased in the United States or by, or for the account or benefit of, U.S. Persons will be subject to additional restrictions on resale under the 1933 Act and other applicable United States federal and state securities laws, unless an exemption therefrom is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Canaccord Genuity Corp. acted as financial advisor to the Company in connection with the Offering. Desjardins Capital Markets acted as strategic advisor.

About Alpayana

Alpayana is a private mining group with more than four decades of continuous operations in Peru and Mexico. Alpayana currently operates multiple mines in Peru and Mexico. The company combines operational expertise and disciplined project development.

The company is committed to sustainable and responsible mining, guided by a long-term vision that prioritizes the well-being of its employees, the protection of the environment, and the development of the indigenous communities surrounding its operations. Through its current mining infrastructure in the Americana and Yauliyacu mines, Alpayana provides clean water for more than 2.5 million people.

About Magna Mining Inc.

Magna Mining Inc. is a producing mining company with a strong portfolio of copper, nickel, and precious metals assets located in the world-class Sudbury mining district of Ontario, Canada. The Company’s primary asset is the McCreedy West Mine, currently in production, supported by a pipeline of prospective past-producing properties including Levack, Crean Hill, Podolsky, and Shakespeare.

Magna Mining is strategically positioned to unlock long-term shareholder value through continued production, exploration upside, and near-term development opportunities across its asset base.