Definitive Agreements

• Gold Fields
• Coimolache
• Colquirrumi

• Regulus entered into an option agreement whereby the Company can earn up to a 60% interest in certain Gold Fields’ claims. The addition of the Gold Fields claims (yellow claims in Figure 8) grows the Company’s land position in the AntaKori copper-gold project, will increase future resource estimations via the ability to deepen and pushback the current conceptual resource pit on to these claims, and provide additional exploration opportunities to increase the mineralized footprint at the AntaKori project.

  The terms of the option agreement are as follows:

  • Regulus can earn a 60% interest in the GF Claims by incurring US$3.5 M in exploration expenditures over a 3-year term, including completing at least 2,500 m of diamond drilling and producing a 43-101 resource estimate incorporating the GF Claims. Upon completion, Regulus and Gold Fields will form a joint venture with Regulus having a 60% interest and Gold Fields a 40% interest.
     
  • Upon formation of the joint venture, Gold Fields will have a 60-day window to decide if they wish to acquire an additional 20% interest in the joint venture (“Claw Back Right”), bringing their total interest to 60% and Regulus’ position to 40%, in exchange for:
    • A cash payment of US$7.5 M to be paid to Regulus.
    • Sole funding US$5 M in exploration commitments over a 5-year period.
       
  • Upon finalizing the ownership structure of the joint venture, both parties will be required to fund their respective portions towards future exploration activities, and standard dilution policies will apply.
    • Any party that dilutes below a 10% interest in the joint venture will effectively relinquish their pro rata ownership and will maintain a 1.5% Net Smelter Return Royalty (“NSR”) interest, 0.5% of which can be bought back by the other party for US$2.5 M within 60 days of the announcement of commercial production on the property.
                     
  • If Gold Fields exercises its Claw Back Right, Regulus will maintain a right to expand a mining operation from its existing claims onto the GF Claims (“Development Right”) subject to the general principle that it does not interfere with current or planned mining activities of the joint venture at the time.
    • Upon exercising the Development Right, Regulus would pay the joint venture a 5% NSR (effectively a 3% NSR payable to Gold Fields, and a 2% NSR payable to Regulus) for any minerals processed from the GF Claims.
  • • In addition, Regulus would be responsible for all development costs, all operating costs, and all environmental and closure costs (closure costs and environmental costs for any stand-alone mining operation on the GF claims, would be paid by the joint venture).

  The Development Right will also be available to Regulus if Gold Fields does not exercise its Claw-Back Right, with a 5% NSR payable by Regulus to the joint venture (effectively 2% NSR payable to Gold Fields and 3% NSR payable to Regulus) on any minerals processed from the GF Claims, and Regulus will be responsible for all development costs, all operating costs and all environmental and closure costs.

  Figure 8 Claims and Agreements Map
  Figure 9 Regulus Claims and Conceptual Resource Pit Map 

   

  See the News Release: Regulus Signs Option Agreement with Gold Fields to Further Consolidate Land Position for the AntaKori Copper-Gold Project February 16th, 2021

• Overview

  • Collaborative Exploration Agreement – Data/Access sharing in Area of Interest (grey area on map)
  • Allows Regulus to model and constrain, with an open pit, the combined sulphide resource and report the portion that falls on Regulus ground*
  • Allows Coimolache to layback oxide pit by paying a 5% NSR on any oxides mined on Regulus ground
  • Either party may become sulphide operator by assuming all costs and paying a 5% NSR to the other party
  • Either party can develop project but more likely to strike new joint venture to co-develop when better defined

  

   

  Figure 9: Regulus Conceptual Resource Pit Map and Agreements Map
   

  For more information, please see News Releases:

  Regulus Resources Completes Definitive Agreement for Antakori Copper-Gold Project, Peru January 24, 2017

  Regulus Resources Announces Agreements for Collaborative Exploration at Antakori Copper-Gold Project, Peru May 18 2016

• Summary

  • Option to earn-in with an option to claw-back
  • Area of interest is 2,571 ha of Colquirrumi mining rights to north and east of main Regulus ground
  • Regulus can earn up to a 70% interest by drilling 7,500 m (3,669.7 m drilled to date) within 3 yrs of obtaining necessary permits (obtained Q1 2020)
  • Colquirrumi can claw-back to 70% (30% Regulus) by paying US$9 million
  • Regulus and Coimolache have rights of expansion as per Coimolache agreement
  • With either 70% or 30% interest, Regulus has rights to layback a mining operation from its 100% owned claims.

  

  Figure 8: Regulus’ AntaKori Land Concessions