• Ampere Metals to acquire up to 100% of the Virginia Project for a total cash consideration of US$ 8.0 million over 7 years of scheduled payments
• Mirasol will retain a 2% NSR Royalty with the unilateral right to sell to Ampere Metals for a minimum of US$ 2.0 million

Mirasol Resources Ltd. (TSX-V: MRZ) (OTC: MRZLF) is pleased to report the signing of a definitive agreement with Ampere Metals Pty. Ltd. for the sale of the mineral rights and landholdings within Mirasol’s Virginia Silver Project located in the Santa Cruz Province, Argentina. Further to the memorandum of understanding previously signed (news release June 16, 2025).

“The sale of our Virginia Silver Project adds significant funds to our ongoing exploration projects while the remaining royalty ensures that Mirasol shareholders will continue to benefit from the project’s success as the Resource at Virginia continues to expand,” Mirasol’s President Tim Heenan stated. “The sale represents the first major achievement of our ongoing business development initiative and demonstrates the potential of our highly prospective, yet undervalued, portfolio of projects.”

Discovered by Mirasol in 2009, Virginia hosts a high-grade, intermediate sulfidation epithermal style mineralization in a series of prominent outcropping vein-breccias. An updated Resource Estimate is contained within a series of nine outcropping veins hosting high-grade silver mineralization, constrained within conceptual pits, with an indicated mineral resource of 11.7 million ounces of silver at 357 g/t silver and a further inferred mineral resource of 7.9 million ounces of silver at 184 g/t silver (news release November 9, 2023).

Terms of the Virginia Definitive Agreement

Under the terms of the Definitive Agreement, Mirasol has granted Ampere Metals an initial option to acquire 51% of the Virginia Project for total consideration of US$4 million, and a further option to acquire the remaining 49% for total consideration of US$4 million. Mirasol will retain a 2% net smelter royalty.

First Option (US$ 4.0 million over 3.5 years):

• US$ 50,000 on signing the MOU
• US$ 300,000 on signing Definitive Agreement
• US$ 900,000 on the earlier of i) five months after signing Definitive Agreement, and ii) listing of Ampere Metals common shares on a recognized stock exchange
• US$ 600,000 one year after signing Definitive Agreement
• US$ 450,000 two years after signing Definitive Agreement
• US$ 450,000 two and one-half years after signing Definitive Agreement
• US$ 625,000 three years after signing Definitive Agreement
• US$ 625,000 three and one-half years after signing Definitive Agreement

Second Option (US$ 4.0 million over 3.5 years):

• US$ 1 million four and one-half years after signing Definitive Agreement
• US$ 1 million five and one-half years after signing Definitive Agreement
• US$ 1 million six and one-half years after signing Definitive Agreement
• US$ 1 million seven years after signing Definitive Agreement
• Mirasol retains 2.0% NSR (Net Smelter Return) royalty

Upon exercise of the second option, Ampere Metals will have earned 100% interest in Virgina and Mirasol will retain a 2% NSR royalty. Mirasol will have the right to either sell the 2.0% NSR royalty to Ampere Metals for US$2 million which Ampere Metals is obligated to purchase. Alternatively, if Mirasol elects to retain the 2.0% NSR royalty, Ampere Metals will have the right, but not the obligation, to purchase 1.5% NSR royalty for US$ 3.0 million or the entire 2.0% NSR royalty for US$ 4.0 million.

If Ampere exercises the first option for 51% but fails to make all payments to exercise the second option, it shall be required to transfer its 51% interest to Mirasol in exchange for a 1% NSR royalty. Mirasol will have the right, but not the obligation, to purchase the 1% NSR royalty for US$2.5 million for a period of two years following commencement of commercial production.

About Mirasol Resources Ltd

Mirasol is a well-funded exploration company with over 20 years of operating, permitting and community relations experience in the mineral rich regions of Argentina and Chile. Mirasol is currently self-funding exploration at the flagship Sobek Copper-Gold project located in the Vicuña Copper-Gold-Silver District of northeast Chile and continues to advance a strong pipeline of highly prospective early and mid-stage projects.

About Ampere Metals Pty Ltd

Ampere Metals is an Australian based silver-gold mining company focused on delivering value through high-quality projects. Led by a seasoned team, it targets geologically strong, economically viable assets to deliver sustainable returns.