Cerro de Pasco Resources Inc. (CSE: CDPR) (OTCPK: GPPRF) (FRA: N8HP) is pleased to announce a best efforts private placement, led by SCP Resource Finance LP, on behalf of itself and a syndicate of agents, of up to to 33,333,333 units of the Corporation at a price of $0.30 per Unit for gross proceeds of up to $10,000,000, on a private placement basis, pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions.

In addition to the Units offered in connection with the LIFE Offering, the Corporation is also offering up to 16,666,667 Units at the Offering Price by way of a concurrent brokered private placement to certain purchasers (i) pursuant to applicable exemptions under NI 45-106, (ii) purchasers resident in the United States pursuant to one or more available exemptions from the registration requirements of the U.S. Securities Act, and (iii) purchasers outside of Canada and the United States on a basis which does not require the qualification or registration of any of the Corporation’s securities and the Corporation to be subject to any ongoing disclosure requirements, under domestic or foreign securities laws, for additional gross proceeds to the Corporation of up to $5,000,000.

Each Unit will consist of (i) one common share in the capital of the Corporation, and (ii) one half of one Common Share purchase warrant. Each Warrant will entitle its holder to acquire one additional Common Share at a price of $0.50 for a period of 24 months following the Closing Date (as defined herein).

The Agents will act as agent on a “best-efforts” agency basis in connection with the LIFE Offering and the Concurrent Private Placement.

The Agents have an option to increase the size of the Concurrent Private Placement by up to $2,250,000 by giving written notice of the exercise of the Agent’s Option, or a part thereof, to the Corporation at any time up to three business days prior to the Closing Date (as defined herein).

The Corporation intends to use the net proceeds raised from the LIFE Offering and Concurrent Private Placement for exploration of at the Quiulacocha Tailings Project and for general corporate and working capital purposes.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold pursuant to the LIFE Offering, will be offered in all the Provinces of Canada except Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities issuable from the sale of Units pursuant to the Listed Issuer Financing Exemption are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to the LIFE Offering that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation website at https://www.pascoresources.com/. Prospective investors should read this offering document before making an investment decision.

The securities issued under the Concurrent Private Placement and the Agents’ Option, if any, will be subject to a statutory hold period to the extent required by applicable securities law.

It is expected that closing of the LIFE Offering and Concurrent Private Placement will take place on or about November 14, 2024. Closing of the LIFE Offering and Concurrent Private Placement is subject to certain conditions including, but not limited to, receipt of all necessary approvals. Closing of the LIFE Offering is not conditional upon closing of the Concurrent Private Placement.

As consideration for their services, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds of the LIFE Offering and the Concurrent Private Placement (subject to reduction with respect to sales made to “president’s list” investors), including gross proceeds resulting in the exercise of the Agents’ Option, as applicable. In addition, the Corporation will issue to the Agents non-transferable warrants representing 6.0% of the aggregate number of Units issued pursuant to the LIFE Offering and the Concurrent Private Placement (subject to reduction with respect to sales made to “president’s list” investors), including Units issued in connection with the exercise of the Agents’ Option, as applicable. Each Agent Warrant will entitle its holder to purchase one Unit at the Offering Price for a 24-month period.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Cerro de Pasco Resources

Cerro de Pasco Resources Inc. is focused on the development of its principal 100% owned asset, the El Metalurgista mining concession, comprising silver-rich mineral tailings and stockpiles extracted over a century of operation from the Cerro de Pasco open pit mine in Central Peru. The company’s approach at El Metalurgista entails the reprocessing and environmental remediation of mining waste and the creation of numerous opportunities in a circular economy. The asset is one of the world’s largest above-ground resources.