US$33 million in non-dilutive financing to ASCU
Global Mining and Innovation Industry partner validates scalability of Cactus Project and Nuton’s confidence in enhancing project economics

Casa Grande, AZ and Toronto, ON, December 14, 2023 – Arizona Sonoran Copper Company Inc. (TSX:ASCU | OTCQX:ASCUF) 
(“ASCU” or the “Company”) is pleased to announce today that it has entered into an option to joint venture agreement with Nuton LLC (“Nuton”), a wholly-owned subsidiary of Rio Tinto, to establish a strategic alliance for deployment of the Nuton technologies at its Cactus Mine and the Parks/Salyer Project  (collectively, the “Cactus Project”), in Arizona, USA. All dollar figures herein are in United States dollars unless otherwise indicated.

Management will host an interactive webinar on Friday, December 15 at 9 am ET. Please register with https://www.bigmarker.com/vid-conferences/ASCU-TownHallForum to join.

Transaction Highlights
Creating a Straightforward Mechanism for Significant Project Funding
•    Endorses the Cactus Project through up to US$33 million in non-dilutive financing
•    Creates a straightforward mechanism for significant project funding, designed to minimize ASCU’s future share of equity contributions to capital costs
•    Commitment from Nuton to support the creation of a funding strategy for ASCU, which may include the provision of a completion guarantee for the Cactus Project or a performance guarantee related to the Nuton technologies 
•    Potential to improve per share returns to ASCU shareholders 

Reduction of Execution Risks 
•    Establishes a framework for a joint-venture partnership with industry-leading technical and innovation leader to deliver value-enhancing project economics 
•    Potential to significantly increase attributable copper production per share 
•    Defines near-term project advancement strategy with the goal of delivering an Integrated Nuton Case PFS (defined below) by December 31, 2024
•    Preserves long-term optionality for ASCU and outlines a clear path towards environmentally- friendly copper production in the USA, with a focus on Nuton’s positive impact pillars: water, energy, land, materials, and society

George Ogilvie, President and CEO of ASCU commented, “We are delighted to announce this strategic joint venture transaction with Nuton. We welcome the expertise and financial support as we expand testing of Nuton’s heap leaching technologies, while concurrently advancing ASCU’s projects. Nuton’s column test results have demonstrated continued improvements in extraction rates from both the primary and enriched mineral resources, resulting in potentially more efficient operations. We look forward to advancing into Phase 2 testing, which includes an expanded understanding of the Nuton technologies’ economic benefits within a fully-integrated pre-feasibility study, anticipated by the end of 2024.”

Mr. Ogilvie continued, “The proposed heap leach and SXEW flowsheet utilizing Nuton is intended to build upon the strength of our standalone base case, utilizing the same infrastructure proving economies of scale. Nuton has indicated the potential to significantly increase copper cathode output from our current 45-50 ktpa target which could materially enhance project economics. Furthermore, we see this as a significant de-risking event for ASCU shareholders with up to US$33 million in non-dilutive near-term financing and the addition of a strong project partner for future financing and development.”

Adam Burley, CEO of Nuton LLC commented, “We are pleased to be advancing our strategic partnership with ASCU. Successful deployment of Nuton Technologies at Cactus and Park/Salyer has the potential to materially enhance the economic and environmental performance of the projects.”  

Transaction Details
ASCU has entered into an Option to Joint Venture Agreement (the “Option Agreement”) with Nuton and two of ASCU’s wholly-owned subsidiaries, Arizona Sonoran Copper Company (USA) Inc. (“ASUSA”) and Cactus 110 LLC (“Cactus”), pursuant to which ASUSA has granted Nuton the exclusive right and option (the “Option”) to acquire between a 35.0% to 40.0% interest in the Company’s Cactus Project on the terms and conditions contained in the Option Agreement. 

The Option Agreement provides for total funding of up to US$33 million in cash, comprised of the following:

• US$10 million payable by Nuton to ASUSA at signing of the Option Agreement;
• Up to US$11 million available to be drawn by ASUSA in the form of a pre-payment towards the Option Exercise Price (defined below) to be used for certain land payments (the “Option Exercise Price Pre-Payment Amount”); and
• Up to US$12 million payable to ASCU for funding costs associated with continued Nuton test work required to produce the Integrated Nuton Case PFS (defined below).

The parties have outlined a work program for the Nuton Case (as defined below) to commence in Q1 2024, targeting delivery of the Integrated Nuton Case PFS, by December 31, 2024. ASCU will continue to act as operator of the Cactus Project. ASCU and Nuton will form a Steering Committee, comprised of two members selected by ASCU and two members selected by Nuton, to determine, among other things, the detailed execution scope of the Integrated Nuton Case PFS. Nuton will have the right to nominate one individual to ASCU’s Technical & Sustainability Committee and will maintain its observer rights provided under the Investor Rights Agreement dated May 13, 2022, and as amended on February 9, 2023, between Nuton and ASCU.

Should the following criteria be satisfied (the “Trigger Events”), Nuton shall have the option to acquire between 37.5% to 40.0% of the Cactus Project by payment of the Option Exercise Price (defined below):

1. the prefeasibility study prepared for the Cactus Project (the “Integrated Nuton Case PFS”) indicates that the net present value (the “NPV”) of the Cactus Project after applying the Nuton technologies (the “Nuton Case”) is at least 1.39 times the NPV of the Cactus Project without applying the Nuton technologies (the “Standalone Case”); 
2. ASCU’s equity contribution to project capital costs under the Nuton Case shall remain equal to or less than its equity contribution to project capital costs under the Standalone Case (assuming 50% of the Standalone Case capital costs are financed with debt); and
3. Nuton shall have made all payments required under the Option Agreement.

Should the Mainspring Property, which is currently the subject of exploration efforts, become material to ASCU and be incorporated in a prefeasibility study in addition to the Cactus Project (the “Standalone Case with Mainspring”) the Trigger Event (i) above shall be as amended and Nuton shall have the option to acquire between 35.0% to 40.0% of the Cactus Project (including the Mainspring Property) by payment of the Option Exercise Price in the event that the Nuton Case PFS with the Mainspring Property is at least 1.20 times the NPV of the Standalone Case with Mainspring.

Upon notice by ASCU to Nuton that the Trigger Events have been met, the parties will determine the exercise price (the “Option Exercise Price”) pursuant to mechanics outlined in the Option Agreement and based on the product of (x) Nuton’s ownership percentage in the Joint Venture Corporation (the “Initial Nuton Ownership Percentage”), (y) the NPV of the Standalone Case (as referenced in the Integrated Nuton Case PFS) and (z) a multiple of 0.65. 

Following such determination, if Nuton elects to exercise its option, Nuton will pay to ASUSA the Option Exercise Price net of any Option Exercise Price Pre-Payment Amount plus accrued interest at an annual rate equal to the Secured Overnight Financing Rate plus 4.25% (“Interest”) within 30 days of a notice to exercise. 

The Initial Nuton Ownership Percentage in the case without the Mainspring Property being incorporated in a prefeasibility study will be equal to either: 

1. 37.5% if the NPV of the Nuton Case is 1.39 to 1.49 times the NPV of the Standalone Case; or 
2. 40.0% if the NPV of the Nuton Case is at least 1.50 times the NPV of the Standalone Case (each as referenced in the Integrated Nuton Case PFS). 

The Initial Nuton Ownership Percentage in the case with the Mainspring Property being incorporated in a prefeasibility study will be equal to: 

1. 35.0% if the NPV of the Nuton Case with Mainspring is 1.20 to 1.29 times the NPV of the Standalone Case with Mainspring; 
2. 37.5% if the NPV of the Nuton Case with Mainspring is 1.30 to 1.39 times the NPV of the Standalone Case with Mainspring; or 
3. 40.0% if the NPV of the Nuton Case with Mainspring is at least 1.40 times the NPV of the Standalone Case with Mainspring (each as referenced in the Integrated Nuton Case PFS with Mainspring).

ASCU shall hold the remaining equity interest in the Joint Venture Corporation and continue to act as operator of the Cactus Project.

Nuton will have the right to terminate the Option Agreement and be repaid amounts paid by Nuton under the Option Agreement if there is a change of control transaction in respect of ASCU during the term of the Option Agreement. 
In the event that Nuton exercises the Option, the parties will either form a Delaware limited liability company or deem Cactus to be the joint venture company for the Cactus Project (the “Joint Venture Corporation”). 

In the event the Triggers Events are not satisfied, ASCU terminates the Option Agreement as a result of Nuton delaying its approval of the Integrated Nuton Case PFS or Nuton elects not to exercise the Option, then Nuton may elect to either be repaid the Option Exercise Pre-Payment Amount, if any, advanced to ASUSA plus Interest within 9 months or have ASUSA  deliver to Nuton an unsecured exchangeable debenture (the “Exchangeable Debenture”) equal to the Option Exercise Price Pre-Payment Amount, if any, advanced to ASUSA plus Interest (the “Principal Amount”). If issued, the Exchangeable Debenture shall bear Interest and will mature at the earlier of (i) two years from issuance, and (ii) the date that is nine (9) months from the date on which Nuton delivers a demand notice to ASUSA, which shall be no later than nine (9) months prior to the date in (i). Nuton will have the right to settle all or a portion of the outstanding Principal Amount and Interest accrued thereon in common shares of ASCU (the “Common Shares”) at a price per Common Share equal to the volume weighted average trading price of the Common Shares on the principal stock exchange on which such Common Shares are listed for the five (5) consecutive trading days preceding the date on which Nuton delivers a notice of exchange, after giving effect to the prevailing Canadian dollar / U.S. dollar exchange rate, provided that Nuton and its affiliates may not own or control more than 19.9% of the then issued and outstanding Common Shares following such exchange. The Exchangeable Debenture will also contain certain pre-payment rights and resale notice rights in favour of ASCU as well as other customary terms and conditions for an agreement of this nature. The Toronto Stock Exchange has conditionally approved for listing the Common Shares issuable upon exchange of the Exchangeable Debenture, subject to the satisfaction of certain customary listing conditions.

A copy of the Option Agreement will be available under ASCU’s profile on SEDAR+ at www.sedarplus.ca. The summary of the Option Agreement outlined above is qualified in its entirety by the full text of the Option Agreement, and reference should be made to the Option Agreement for its full terms and conditions.

Qualified Persons Statement
Technical aspects related to the metallurgical program of this news release have been reviewed and verified by James L. Sorensen – FAusIMM Reg. No. 221286 with Samuel Engineering, who is a qualified person as defined by National Instrument 43-101– Standards of Disclosure for Mineral Projects. The indicative metallurgical information presented describes preliminary results from testing that is currently in progress and subject to confirmation.  Final metallurgical performance estimates will require decommissioning of the columns and analysis of the column residues.

Advisors
Scotiabank acted as financial advisor, and Bennett Jones LLP and Davis Graham & Stubbs LLP acted as legal advisors, to ASCU. Rothschild acted as financial advisor, and Torys LLP and Dorsey & Whitney LLP acted as legal advisors, to Nuton.

About Arizona Sonoran Copper Company (www.arizonasonoran.com | www.cactusmine.com)
ASCU’s objective is to become a mid-tier copper producer with low operating costs and to develop the Cactus and Parks/Salyer Projects that could generate robust returns for investors and provide a long term sustainable and responsible operation for the community and all stakeholders. The Company’s principal asset is a 100% interest in the Cactus Project (former ASARCO, Sacaton mine) which is situated on private land in an infrastructure-rich area of Arizona. Contiguous to the Cactus Project is the Company’s 100%-owned Parks/Salyer deposit that could allow for a phased expansion of the Cactus Mine once it becomes a producing asset. The Company is led by an executive management team and Board which have a long-standing track record of successful project delivery in North America complemented by global capital markets expertise.

About Nuton
Nuton is an innovative venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach related technologies and capability – a product of almost 30 years of research and development. Nuton offers the potential to economically unlock copper from primary sulfide resources worldwide through leaching, achieving market-leading recovery rates, contributing to an increase in copper production from copper bearing waste and tailings, and achieving higher copper recoveries on oxide and transitional material. One of the key differentiators of Nuton is the potential to produce the world’s lowest carbon footprint copper while having at least one Positive Impact at each of our deployment sites, across our five pillars: water, energy, land, materials and society.

NutonTM Technologies
The NutonTM technologies are proprietary Rio Tinto-developed copper heap leach related processing and modelling technologies, capability and intellectual property. 

For more information
Alison Dwoskin, Director, Investor Relations 
647-233-4348
adwoskin@arizonasonoran.com

George Ogilvie, President, CEO and Director 
416-723-0458
gogilvie@arizonasonoran.com
    
Forward-Looking Statements
This press release contains “forward-looking statements” and/or “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expect”, “is expected”, “in order to”, “is focused on” (a future event), “estimates”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, or the negative connotation thereof. In particular, statements regarding ASCU’s future operations, future exploration and development activities or other development plans constitute forward-looking statements. By their nature, statements referring to mineral reserves or mineral resources constitute forward-looking statements. Forward-looking statements in this press release include, but are not limited to statements with respect to timing of completion of a fully-integrated pre-feasibility study, potential project economic enhancements, potential improvements to per share returns to ASCU shareholders, potential increases to attributable copper production per share, and timing of commencement of the work program for the Nuton Case.

These forward-looking statements are based on ASCU’s current beliefs as well as assumptions made by and information currently available to it and involve inherent risks and uncertainties, both general and specific.

Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, developments in world commodity markets, changes in commodity prices (particularly prices of copper), risks relating to fluctuations in the Canadian dollar and other currencies relative to the U.S. dollar, changes in exploration, development or mining plans due to exploration results and changing budget priorities of ASCU or its joint venture partners, the effects of competition in the markets in which ASCU operates, the impact of the NutonTM technologies on ASCU operations and cost relating to same, the timing and ability for ASCU to prepare and complete the Integrated Nuton Case PFS and the costs relating to same, the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks and the additional risks described in ASCU’s most recently filed Annual Information Form, annual and interim MD&A, copies of which are available on SEDAR+ (www.sedarplus.ca) under ASCU’s issuer profile. ASCU’s anticipation of and success in managing the foregoing risks could cause actual results to differ materially from what is anticipated in such forward-looking statements. 

Although management considers the assumptions contained in forward-looking statements to be reasonable based on information currently available to it, those assumptions may prove to be incorrect. When making decisions with respect to ASCU, investors and others should not place undue reliance on these statements and should carefully consider the foregoing factors and other uncertainties and potential events. Unless required by applicable securities law, ASCU does not undertake to update any forward-looking statement that is made herein.

TORONTO, Feb. 27, 2023 (GLOBE NEWSWIRE) — McEwen Copper Inc., a subsidiary of McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), is pleased to announce abinding agreement for an additional US$30 million investment by Nuton LLC, a Rio Tinto Venture, and existing McEwen Copper shareholder.

Nuton has agreed to invest US$30 million to acquire shares of McEwen Copper in a two-part transaction expected to close no later than March 10^th, 2023 (the “Nuton Transaction”) consisting of: 1. Private placement of 350,000 McEwen Copper common shares, and 2. Purchase of 1,250,000 common shares owned by McEwen Mining in a secondary sale. Proceeds of the subscription and purchase are expected to be approximately US$6.5 million to McEwen Copper and US$23.5 million McEwen Mining, respectively. The proceeds of the private placement will be used to advance development of the Los Azules copper project in San Juan, Argentina, and for general corporate purposes.

After closing, Nuton will own 14.2% of McEwen Copper on a fully diluted basis, and McEwen Mining will own 51.9%. The transaction values McEwen Copper at approximately US$550 million.

McEwen Copper Chief Executive Rob McEwen said: “We are extremely pleased to have Nuton’s strong continued participation in McEwen Copper. Together we are exploring new technologies that save energy, water, time and capital in the pursuit of delivering green copper to Argentina and the world, a product that will contribute to the electrification of transportation and the protection of our atmosphere.”

In connection with the Transaction, McEwen Copper and certain of its affiliates entered into an Amended Collaboration Agreement (the “New Nuton Collaboration Agreement”) and a Copper Cathodes and Concentrates Purchase Rights Agreement (the “CCCPRA”), which are described below.

The NewNuton Collaboration Agreement provides for the following additional rights beyond those in the original Nuton Collaboration Agreement (see news release dated Aug 31, 2022):

• Nuton will have the opportunity to provide local currency funding, in certain circumstances, for advancement of the Los Azules project;
• Comprehensive scientific, technical and strategic planning information rights;
• Extension of exclusivity over novel, trade secret or patented copper heap leach technologies until August 10, 2024;
• Pre-emptive rights to maintain their ownership percentage in any follow-on equity offering; and
• Agreement of McEwen Mining and Rob McEwen to not trigger Drag Along Rights in the event of a bid for McEwen Copper prior to the planned initial public offering (IPO).

The CCCPRA provides an option to Nuton that, if exercised to its maximum extent, would allow them to purchase a percentage of the copper products (cathodes, concentrates, etc.) produced from the Los Azules project equal to their equity ownership percentage in McEwen Copper at the time of exercise.

About Nuton

Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach-related technologies and capability – a product of almost 30 years of research and development. Nuton^™ Technologies offer the potential to economically unlock copper sulphide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production. One of the key differentiators of Nuton is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.

About Rio Tinto

Rio Tinto is the second largest mining and metals company in the world, operating in 35 countries, and producing the raw materials essential to human progress. It aims to help pioneer a more sustainable future, from partnering in the development of technology that can make the aluminum smelting process entirely free of direct greenhouse gas (GHG) emissions, to providing the world with the materials it needs – such as copper – to build a new low-carbon economy and products like electric vehicles, charging infrastructure and smartphones.

About McEwen Copper

McEwen Copper Inc. holds 100% interest in the Los Azules copper project in San Juan, Argentina and the Elder Creek project in Nevada, USA (subject to an earn-in by Rio Tinto).

Los Azules was ranked in the top 10 largest undeveloped copper deposits in the world by Mining Intelligence (2022). Its current copper resources are estimated at 10.2 billion pounds at a grade of 0.48% Cu (Indicated category) and an additional 19.3 billion pounds at a grade of 0.33% Cu (Inferred category).

After closing the Nuton Transaction, McEwen Copper will have 28,885,000 common shares outstanding on a fully diluted basis, and its shareholders are: McEwen Mining Inc. 51.9%, Stellantis 14.2%, Nuton 14.2%, Rob McEwen 13.8%, Victor Smorgon Group 3.5%, and other shareholders 2.4%.

About McEwen Mining

McEwen Mining is a gold and silver producer with operations in Nevada, Canada, Mexico and Argentina. In addition, it owns approximately 52% of McEwen Copper which owns the large, advanced stage Los Azules copper project in Argentina. The Company’s goal is to improve the productivity and life of its assets with the objective of increasing its share price and providing a yield. Its Chairman and Chief Owner has personally provided the company with $220 million and takes an annual salary of $1.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements and information, including “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements and information expressed, as at the date of this news release, McEwen Mining Inc.’s (the “Company”) estimates, forecasts, projections, expectations or beliefs as to future events and results. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, risks and contingencies, and there can be no assurance that such statements and information will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements and information. Risks and uncertainties that could cause results or future events to differ materially from current expectations expressed or implied by the forward-looking statements and information include, but are not limited to, effects of the COVID-19 pandemic, fluctuations in the market price of precious metals, mining industry risks, political, economic, social and security risks associated with foreign operations, the ability of the corporation to receive or receive in a timely manner permits or other approvals required in connection with operations, risks associated with the construction of mining operations and commencement of production and the projected costs thereof, risks related to litigation, the state of the capital markets, environmental risks and hazards, uncertainty as to calculation of mineral resources and reserves, and other risks. Readers should not place undue reliance on forward-looking statements or information included herein, which speak only as of the date hereof. The Company undertakes no obligation to reissue or update forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. See McEwen Mining’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 and other filings with the Securities and Exchange Commission, under the caption “Risk Factors”, for additional information on risks, uncertainties and other factors relating to the forward-looking statements and information regarding the Company. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

The NYSE and TSX have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management of McEwen Mining Inc. 

WEB SITE	SOCIAL MEDIA
www.mcewenmining.com		McEwen Mining
	Facebook:	facebook.com/mcewenmining
CONTACT INFORMATION	LinkedIn:	linkedin.com/company/mcewen-mining-inc-
	Twitter:	twitter.com/mcewenmining
150 King Street West	Instagram:	instagram.com/mcewenmining
Suite 2800, PO Box 24
Toronto, ON, Canada		McEwen Copper
M5H 1J9	Facebook:	facebook.com/mcewencopper
	LinkedIn:	linkedin.com/company/mcewencopper
Relationship with Investors:	Twitter:	twitter.com/mcewencopper
(866)-441-0690 Toll free	Instagram:	instagram.com/mcewencopper
(647)-258-0395
		Rob McEwen
Mihaela Iancu ext. 320	Facebook:	facebook.com/mcewenrob
info@mcewenmining.com	LinkedIn:	linkedin.com/in/robert-mcewen-646ab24
	Twitter:	twitter.com/robmcewenmux

Phoenix, Arizona–(Newsfile Corp. – January 16, 2023) – Excelsior Mining Corp. (TSX: MIN) (FSE: 3XS) (OTCQB: EXMGF) (“Excelsior” or the “Company”) is pleased to announce that it has entered into a Collaboration Agreement with Nuton LLC, a Rio Tinto venture, to evaluate the use of its Nuton™ copper heap leaching technologies at Excelsior’s Johnson Camp mine in Cochise County, Arizona.

Rio Tinto has developed the Nuton technologies, an extensive portfolio of advanced copper heap leaching technologies targeted at primary sulfide minerals (including lower grade minerals), which could not otherwise be processed using traditional leaching or sulfide processing technologies. These technologies offer the potential to produce additional copper in a cost-effective manner that has significant environmental benefits and reduces waste from new and ongoing operations.

The first stage of the collaboration involves Nuton completing certain test work on materials collected from the Company’s Johnson Camp mine project to confirm that suitable conditions exist to deploy the Nuton technologies. Assuming this test work is successful, the parties would then work toward negotiating commercial terms for a full-scale deployment of the Nuton technologies at the Johnson Camp mine. Test work is expected to commence during the first quarter of 2023 with a view toward potentially negotiating commercial terms dependent on the test results and other factors during the third quarter of 2023.

ABOUT NUTON

Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach related technologies and capability – a product of almost 30 years of research and development. The Nuton technologies offer the potential to economically unlock known low-grade copper sulfide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production outcome. One of the key differentiators of Nuton is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.

ABOUT EXCELSIOR MINING

Excelsior “The Copper Solution Company” is a mineral exploration and production company that owns and operates the Gunnison Copper Project in Cochise County, Arizona. The project is a low cost, environmentally friendly in-situ recovery copper extraction project that is permitted to 125 million pounds per year of copper cathode production. Excelsior also owns the past producing Johnson Camp Mine and a portfolio of exploration projects, including the Peabody Sill and the Strong and Harris deposits.

For more information on Excelsior, please visit our website at www.excelsiormining.com.

For further information regarding this press release, please contact:

Excelsior Mining Corp.
Concord Place, Suite 300, 2999 North 44^th Street, Phoenix, AZ, 85018.

Shawn Westcott
T: 604.365.6681
E: info@excelsiormining.com
www.excelsiormining.com

Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” concerning anticipated developments and events that may occur in the future. Forward-looking information contained in this news release includes, but is not limited to, statements with respect to: (i) the intention to deploy the Nuton® technology at the Johnson Camp mine and future production therefrom; and (ii) details of future operational plans.

In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the availability of financing to implement the Company’s operational plans, the estimation of mineral resources and mineral reserves, the realization of resource and reserve estimates, expectations and anticipated impact of the COVID-19 outbreak, copper and other metal prices, the timing and amount of future development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs (including the price of acid), the availability of labour, material and acid supply, receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the construction and operation of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not be sustained at the Gunnison Copper Project, risks relating to variations in mineral resources and reserves, grade or recovery rates, risks relating to the ability to access infrastructure, risks relating to changes in copper and other commodity prices and the worldwide demand for and supply of copper and related products, risks related to increased competition in the market for copper and related products, risks related to current global financial conditions, risks related to current global financial conditions and the impact of COVID-19 on the Company’s business, uncertainties inherent in the estimation of mineral resources, access and supply risks, risks related to the ability to access acid supply on commercially reasonable terms, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the construction or mining process, regulatory risks including the risk that permits may not be obtained in a timely fashion or at all, financing, capitalization and liquidity risks, risks related to disputes concerning property titles and interests, environmental risks and the additional risks identified in the “Risk Factors” section of the Company’s reports and filings with applicable Canadian securities regulators.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/151274

December 22, 2022 (Vancouver, BC) – Regulus Resources Inc. (“Regulus” or the “Company”, TSX-V: REG, OTCQX: RGLSF) is pleased to announce a US$15,000,000 (approx. C$20,460,153*) non-brokered private placement (the “Private Placement”), by Nuton, a Rio Tinto Venture (“Nuton”).

Highlights

• Regulus is completing a Private Placement of US$15,000,000 (approx. C$20,460,153*) at a subscription price of C$1.02 per common share
• Nuton will subscribe for 20,058,974 common shares (the “Nuton Subscription”)
• Upon closing, Nuton will own an approximate 16.5% interest in Regulus
• Regulus and Nuton will jointly undertake copper sulphide leach testing utilizing Nuton’s copper sulphide leach technologies with samples from AntaKori
• The Nuton^TM technologies have the potential to process arsenic-bearing copper sulphides with less impact on the environment and water resources than traditional concentrator processing
• The Private Placement will put Regulus in a very strong cash position
• Adding Rio Tinto as a strategic partner will enhance Regulus’ ability to optimize the value of the existing resources at AntaKori and explore various options with the neighbouring Tantahuatay mine to optimize the combined Tantahuatay-AntaKori copper gold sulphide deposit (TantaKori).

John Black, Chief Executive Officer of Regulus, commented as follows:

“We are delighted to welcome Rio Tinto as a strategic investor in the Company. The investment by Rio Tinto, one of the largest miners in the world, is another strong endorsement for the AntaKori project. Through Nuton, Rio Tinto has developed sulphide leach processing technologies that could allow for the processing of high arsenic ores without the need for additional on-site treatment or paying heavy penalties to a smelter. Utilizing the Nuton sulphide leach technologies could truly be a game-changer for the AntaKori deposit. The Private Placement will significantly bolster our financial position and enhance our ability to optimize the value of the existing resources in the project area.”

Rio Tinto’s Chief Executive, Copper, Bold Baatar, commented as follows:

“This agreement will allow us to evaluate the potential to commercially deploy Rio Tinto’s innovative Nuton technologies for copper leaching at Regulus’ AntaKori project. Our Nuton technologies have the capacity to increase copper production for Rio Tinto and our partners, with a lower carbon footprint and leading environmental performance. Unlocking value from high-arsenic copper sulphides is a particularly exciting prospect for Nuton.”

In connection with the Nuton Subscription, Regulus and Nuton will enter into a collaboration agreement wherein Nuton will be granted certain investor rights, including allowing Nuton to maintain its equity interest in Regulus if it maintains said interest above 10%. Additionally, Nuton shall be allowed to nominate a director to the board of directors of the Company. The Company and Nuton have agreed to form a joint advisory committee to share expertise, exploration concepts and discuss development opportunities at AntaKori. The Company has granted exclusivity to Nuton in the area of novel, patented or trade secret leaching technologies, for a period of one year after the delivery of metallurgical samples from AntaKori to Nuton for testing. For a one-year period, Nuton has agreed to not sell any share of Regulus, acquire greater than a 19.9% interest in the Company and vote its common shares in favour of each director nominated by the Company.

Closing of the Private Placement is expected to occur in January 2023 and is subject to various conditions, including approval of the TSX Venture Exchange. No finder’s fee or commissions are payable in connection with the Private Placement.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.

Webinar

For more context, please join CEO John Black in a live event on December 22^nd at 3 pm EST / 12 noon PST. Q&A will follow the presentation. Click here to register: https://my.6ix.com/RJhqsqDD.

Notes

* Based on CAD/USD exchange rate on December 21, 2022

Qualified Person

The scientific and technical data contained in this news release pertaining to the AntaKori project has been reviewed and approved by Dr. Kevin B. Heather, Regulus’ Chief Geological Officer, FAusIMM, who serves as Regulus’ qualified person (QP) under the definition of National Instrument 43-101.

ON BEHALF OF THE REGULUS BOARD
(signed) “John Black”
John Black
CEO and Director
Phone: +1 (604) 685-6800
Email: info@regulusresources.com

For further information, please contact:

Regulus Resources Inc.
Ben Cherrington
Phone: +1 1 347 394 2728
Email: ben.cherrington@regulusresources.com

About Regulus Resources Inc. and the AntaKori Project

Regulus is an international mineral exploration company run by an experienced technical and management team. The principal project held by Regulus is the AntaKori copper-gold-silver project in northern Peru. The AntaKori project currently hosts a resource with indicated mineral resources of 250 million tonnes with a grade of 0.48 % Cu, 0.29 g/t Au and 7.5 g/t Ag and inferred mineral resources of 267 million tonnes with a grade of 0.41 % Cu, 0.26 g/t Au, and 7.8 g/t Ag (independent technical report prepared by AMEC Foster Wheeler (Peru) S.A., a Wood company, titled AntaKori Project, Cajamarca Province, Peru, NI 43-101 Technical Report, dated February 22, 2019 – see news release dated March 1, 2019). Mineralization remains open in most directions.

For further information on Regulus, please consult our website at www.regulusresources.com.

About Nuton

Nuton is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach-related technologies and capability – a product of almost 30 years of research and development. Nuton technologies offer the potential to economically unlock copper sulphide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production. One of the key differentiators of Nuton is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.

Forward Looking Information

Certain statements regarding Regulus, including management’s assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Regulus’ control. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Specifically, and without limitation, all statements included in this press release that address activities, events or developments that Regulus expects or anticipates will or may occur in the future, including the expected use of proceeds of the Private Placement, receipt of exchange approvals, the proposed exploration and development of the AntaKori project described herein, and management’s assessment of future plans and operations and statements with respect to the completion of the anticipated exploration and development programs, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Regulus’ control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Regulus believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements contained in this press release are made as of the date hereof and Aldebaran does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities law.

Neither the 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.

Casa Grande, AZ and Toronto, ON, July 11, 2022 – Arizona Sonoran Copper Company Inc. (TSX:ASCU | ASCUF:OTCQX) (“ASCU” or the “Company”), an emerging US-based copper developer and near-term producer, is pleased to enter into a one year exclusivity period with Nuton^TM, a Rio Tinto Venture, (“Rio Tinto”/ “Nuton^TM”). The exclusivity was triggered by successfully modelling the Cactus and Parks/Salyer ore samples and achieving the previously contemplated indicative metallurgical recoveries of at least 72% (copper recovery to cathode), under the Investor Rights Agreement. Nuton will continue to test the application of its copper heap-leach related technology to the primary sulphide component of the Cactus Mine and Parks/Salyer Projects through column leaching and scoping out capital and operating costs and design parameters.

Highlights

• Preliminary characterization successfully completed with ongoing detailed test work
• Encouraging modelled metallurgical recoveries in excess of 72% in relation to primary mineralization, including chalcopyrite
  • Initial computational fluid dynamic (“CFD”) modelling demonstrates the preliminary established recovery threshold as contemplated by the parties
• Sulphide potential is not included in the 2021 Cactus Preliminary Economic Assessment (FIGURE 1)
  • Current Cactus Project primary sulphide mineral resource:
    Indicated 77.9M st @ 0.35% CuT; Inferred 111.2M st @ 0.35% CuT
  • Opportunity to extend the current Cactus West primary sulphide resource towards the basement fault
  • Parks/Salyer primary sulphide potential within the Exploration Target (FEB 10, 2022) has the potential to add between 8-35Mst @ 0.85-1.05% TCu

George Ogilvie, Arizona Sonoran President and CEO commented, “The Nuton^TM preliminary work results indicate optionality for unlocking the substantial primary resource at Cactus, which is currently stranded at the bottom of the pit. Although we are in the early stages of testing chalcopyrite recoverability on an economic basis, we are encouraged by the initial results and the significant potential to continue building scale at Cactus and potentially at Parks/Salyer in the longer term.” 

Metallurgical Program and Next Steps

The preliminary metallurgical testing program covered ore sample selection, preparation and mineralogical characterization to produce CFD modelling results providing early-stage indicative recoveries in respect of various ore types and specifically the chalcopyrite ore at Cactus. Further test work underway covers test column leaching and scoping out capital and operating costs and design parameters.

About Nuton^TM

Nuton^TM is an innovative new venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton^TM is a portfolio of proprietary copper leach related technologies and capability – a product of almost 30 years of research and development. The Nuton^TM technologies offer the potential to economically unlock known low-grade copper sulphide resources, copper bearing waste and tailings, and achieve higher copper recoveries on oxide and transitional material, allowing for a significantly increased copper production outcome. One of the key differentiators of Nuton^TM is the potential to deliver leading environmental performance, including more efficient water usage, lower carbon emissions, and the ability to reclaim mine sites by reprocessing mine waste.

About Rio Tinto

Rio Tinto is a mining and metals company operating in 35 countries around the world that produces the materials essential to human progress. It aims to help pioneer a more sustainable future, from partnering in the development of technology that can make the aluminum smelting process entirely free of direct GHG emissions, to providing the world with the materials it needs – such as copper and titanium – to build a new low-carbon economy and products like electric vehicles and smartphones.

Links from the Press Release

FIGURE 1: https://arizonasonoran.com/projects/cactus-mine-project/press-release-images/
FEB 10, 2022: https://arizonasonoran.com/news-releases/arizona-sonoran-drills-595-ft-181.4-m-of-1.29-cut-at-parks-salyer-and-increases-existing-private-land-package/

Technical aspects of this news release have been reviewed and verified by Allan Schappert – CPG #11758, who is a qualified person as defined by National Instrument 43-101– Standards of Disclosure for Mineral Projects.

Neither the TSX nor the regulating authority has approved or disproved the information contained in this press release.

About Arizona Sonoran Copper Company (www.arizonasonoran.com | www.cactusmine.com)
ASCU’s objective is to become a mid-tier copper producer with low operating costs, develop the Cactus Project that could generate robust returns for investors, and provide a long term sustainable and responsible operation for the community and all stakeholders. The Company’s principal asset is a 100% interest in the Cactus Project (former ASARCO, Sacaton mine) which is situated on private land in an infrastructure-rich area of Arizona. Contiguous to the Cactus Project the Company is also exploring on its 100% owned Park Salyer property that could allow for a phased expansion of the Cactus Mine once it becomes a producing asset. The Company is led by an executive management team and Board which have a long-standing track record of successful project delivery in North America complemented by global capital markets expertise.

For more information
Alison Dwoskin, Director, Investor Relations
647-233-4348
adwoskin@arizonasonoran.com

George Ogilvie, President, CEO and Director
416-723-0458
gogilvie@arizonasonoran.com

Forward-Looking Statements

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ASCU to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect the outcome include, among others: future prices and the supply of metals; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the properties; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; or delays in obtaining governmental approvals, projected cash operating costs, failure to obtain regulatory or shareholder approvals.

Although ASCU has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and ASCU disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.