Cerro de Pasco Resources Inc. (TSXV CDPR | OTCQX CDPMF | FRA N8HP | BVL CDPR) (“CDPR” or the “Company”) is pleased to announce that its subsidiary, Cerro de Pasco Resources del Perú S.A.C. (“CDPR Perú”), signed, on October 20, 2026, definitive agreements with Activos Mineros S.A.C. (“AMSAC”) for the acquisition of the Quiulacocha tailings, including the portion located outside the Company’s El Metalurgista concession, together with a surface usufruct of up to 30 years over the land associated thereto (the “Transaction”).
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subsidiary → announce → land
The Transaction consolidates the rights over 100% of the Quiulacocha tailings for the Company’s Quiulacocha tailings reprocessing project (the “Project”).
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Transaction → consolidate → project
The definitive agreements comprise the Contract for the Transfer of Accumulated Waste for its Economic Reprocessing (the “Transfer Contract”) and the Surface Usufruct Contract (the “Usufruct Contract”, and together with the Transfer Contract, the “Definitive Agreements”), both signed under Public Auction No. 001-2026-AMSAC (the “Auction”), which AMSAC awarded to CDPR Perú as previously announced by the Company on October 12, 2026.
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AMSAC → comprise → October
AMSAC, a Peruvian state-owned company responsible for the remediation of legacy mining environmental liabilities, called the Auction under Supreme Decree No. 013-2008-EM, which allows it to transfer accumulated mining waste from its closure and remediation projects to the private sector for economic use.
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it → own → use
Next step: reprocessing application to the Ministry of Energy and Mines, then a first Mineral Resource Estimate and the EIA
Guy Goulet, CEO of Cerro de Pasco Resources, commented:
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Goulet → reprocess → Resources
“Signing these agreements secures the part of the Quiulacocha tailings that we did not yet hold.
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we → sign → that
With rights over the entire tailings and a 30-year usufruct over the land, we have the certainty of tenure the Project needs.
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Project → have → tenure
We thank AMSAC and its Sale Committee for the conduct of the process.”
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We → thank → process
Under the Transfer Contract, CDPR Perú acquired the Quiulacocha tailings, identified as mining environmental liability ID No. 6752, over a residue area of approximately 128.07 hectares in the district of Simón Bolívar, province and department of Pasco (the “Residues Area”), for its economic reprocessing.
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Perú → acquire → reprocessing
The transfer covers the tailings only, and excludes the land, plants, infrastructure, acid water treatment systems and other assets owned by AMSAC.
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transfer → cover → AMSAC
Under the Usufruct Contract, CDPR Perú holds a usufruct over approximately 123.39 hectares within Parcel K, a property of AMSAC registered under entry No. 11003003 (the “Usufruct Area”), including 13 existing ancillary works, among them the main dike, to be used exclusively for the Project.
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Perú → hold → Project
CDPR Perú operates and maintains the works at its own cost, which at the end of the usufruct will remain with AMSAC, together with any permanent works added by CDPR Perú, without compensation.
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which → operate → compensation
The usufruct runs for the useful life of the Project, up to a maximum of 30 years from the closing of the Transaction, which took place on October 20, 2026 (the “Closing”).
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which → run → October
Of the Usufruct Area, 42.47 hectares overlap with the El Metalurgista concession, whose holder, CDPR Perú, has pre-existing rights over the tailings within its area.
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holder → overlap → area
Figure 1 shows the Residues Area with the El Metalurgista concession overlaid, and Figure 2 shows the Usufruct Area.
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Figure → show → Area
Under the Transfer Contract, CDPR Perú bears the risk of the existence, volume, quality, value and recoverability of the tailings.
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Perú → bear → tailings
The Company has not established a mineral resource or mineral reserve for the Quiulacocha tailings in accordance with National Instrument 43-101 respecting Standards of Disclosure for Mineral Projects (NI 43-101).
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Company → establish → Projects
Manuel Rodriguez Mariategui, President of Cerro de Pasco Resources, commented:
“This is a defining moment for Cerro de Pasco Resources.
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This → comment → Resources
After years of sustained investment, technical work and strategic determination, we have brought together the property and development rights required to advance Quiulacocha.
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we → bring → Quiulacocha
By consolidating our position across the historic tailings and our 100%-owned El Metalurgista concession, we are laying the foundation for a long-term reprocessing project.
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we → consolidate → project
This milestone marks a fundamental transition for our Company, from securing strategic assets to advancing their development.
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milestone → mark → development
We believe Quiulacocha can become a flagship project for responsible resource recovery, environmental remediation and sustainable value creation for our shareholders and the communities of Pasco.
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Quiulacocha → believe → Pasco
The consideration for the Transaction is payable entirely in cash, plus applicable taxes, and comprises the following amounts paid at Closing as well as obligations payable during the term of the Definitive Agreements:
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consideration → comprise → Agreements
Following Closing, CDPR Perú will pay AMSAC the annual usufruct fee of US$1,435,000, plus applicable taxes, each year for the term of the usufruct, and the contractual royalty described below.
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Perú → follow → usufruct
The consideration under the Usufruct Contract is not subject to renegotiation for supervening economic, technical, environmental or legal circumstances.
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consideration → supervene → circumstances
From signing of the public deed of the Transfer Contract, CDPR Perú will also pay AMSAC, each quarter, the cost of treating the acid water linked to the Project at AMSAC’s acid water treatment plant, plus a charge of 7% for AMSAC’s management and support activities.
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Perú → pay → activities
Until AMSAC has completed a hydrological and hydrogeological evaluation of the water inflows to the tailings, which it will carry out as soon as technically possible, CDPR Perú will pay the full operating cost of the plant.
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Perú → complete → plant
AMSAC will use the results of that evaluation to determine the origin and volume of the water that requires treatment and the portion of the cost that corresponds to the Project, and to evaluate any compensation, credit or adjustment in favour of CDPR Perú.
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that → use → Perú
Any additional cost caused by the Project will be borne by CDPR Perú.
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cost → cause → Perú
The plant remains under AMSAC’s operation, administration and control.
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plant → remain → operation
CDPR Perú will also fund a private trust to be constituted within 12 months of signing of the public deed of the Transfer Contract to finance social projects exclusively for the benefit of the populations of the Project’s area of influence.
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Perú → fund → influence
The trust will receive a first contribution of US$520,000 at its constitution, a second contribution of US$520,000 within 45 days of approval of the Project’s environmental impact assessment, the environmental management instrument required for the Project (the “EIA”), and annual contributions of US$260,000 from the start of the operation phase and for the useful life of the Project.
Contractual Royalty
The Transfer Contract provides for a contractual royalty in favour of AMSAC on the reprocessing of the tailings, whether the tailings are sold as they are or treated and sold as concentrates, metals or other products, in Peru or abroad.
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they → receive → Peru
The royalty is calculated each calendar quarter and paid in US dollars, plus applicable taxes, within two months after the end of the quarter.
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royalty → calculate → quarter
AMSAC may audit each payment.
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AMSAC → audit → payment
The royalty is based on the operating profit from the tailings, meaning revenue less the direct costs of treatment, processing and refining and the selling and administrative expenses attributable to that revenue.
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royalty → base → revenue
The rate applied to operating profit rises with the operating margin on a sliding scale, from 1% of revenue at margins of 36.6% or less to 6% at margins above 80% (see Figure 3).
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rate → apply → Figure
Even though a statutory mining royalty is not applicable in this case, the Transfer Contract nevertheless includes a methodology that takes as its reference Peru’s mining royalty regime under Law No. 28258, as amended by Law No. 29788, in force when the integrated auction rules were approved.
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rules → include → force
The Transfer Contract states that this reference is not dynamic, so later changes to the royalty law do not modify the contractual formula, and that the contractual royalty is a contractual consideration distinct from the statutory mining royalty.
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royalty → state → royalty
The Transfer Contract does not permit the exploitation, processing, sale or removal of the tailings before approval of the EIA, other than for studies, sampling and mitigation.
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Contract → permit → studies
No royalties will therefore accrue until the Project generates revenue from reprocessing.
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Project → accrue → reprocessing
…and 23 more, not listed.
The Aporia
