Copper Standard Resources Inc. (CNSX:CSR) entered into an arrangement agreement to acquire remaining 99.9% stake in Pucara Gold Ltd. (TSXV:TORO) for CAD 3.8 million on September 10, 2024. Copper Standard will acquire all of the issued and outstanding common shares of Pucara (the ?Pucara Shares?), in exchange for common shares of Copper Standard (the ?Copper Standard Shares?), by way of a plan of arrangement. The Transaction will create a combined company that consolidates a prospective copper exploration portfolio totaling over 17,000 hectares in Peru. Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding Pucara Shares will receive 0.1 Copper Standard Shares for each one (1) Pucara Share held (the ?Exchange Ratio?). Pucara stock options and warrants that are outstanding at the time of completion of the Transaction will become exercisable for Copper Standard Shares on substantially the same terms and conditions, with the number of Copper Standard Shares issuable on exercise and the exercise price adjusted in accordance with the Exchange Ratio. The Exchange Ratio implies a price of CAD 0.05 per Pucara Share and a premium of approximately 67% based on the closing prices of Copper Standard and Pucara on September 10, 2024, and a premium of approximately 50% based on the 20-day volume weighted average prices of Copper Standard Shares and Pucara Shares as of September 10, 2024. Upon completion of the Transaction, existing Copper Standard and Pucara shareholders would own approximately 85% and 15% of the combined company, respectfully, on an undiluted basis. Upon completion of the Transaction, Copper Standard will continue to be listed on the Canadian Securities Exchange under the same Copper Standard name and ticker symbol. Following completion of the Transaction, Pucara Shares will be de-listed from the TSXV and Lima Stock Exchange and Pucara will cease to be a reporting issuer under Canadian securities laws. The Arrangement Agreement contains customary deal protection provisions including a non-solicitation covenant on the part of Pucara and a right for Copper Standard to match any Superior Proposal (as defined in the Arrangement Agreement). Concurrent with signing the Arrangement Agreement, Copper Standard has signed a subscription agreement to subscribe for 8,415,765 units of Pucara (the ?Units?) at a price of CAD 0.03 per Unit (the ?Pucara Financing?). It is anticipated that proceeds from the Pucara Financing will be utilized for the payment of legal and other advisor fees in connection with the Transaction (approximately 50% of the gross proceeds) and for other general working capital purposes (approximately 50% of the gross proceeds). Under certain circumstances, Copper Standard would be entitled to a termination fee or expense reimbursement fees of CAD 0.25 million. Upon closing of the Transaction, the board of directors of Copper Standard will remain unchanged to lead the combined management and project teams. The head office will continue to be in Vancouver, Canada. In addition, on September 10, 2024 and prior to execution of the Arrangement Agreement, Andy Swarthout resigned as a director of Pucara to avoid conflicts under corporate law as a result of being a director of both Copper Standard and Pucara.

The completion of the Transaction is subject to a number of terms and conditions, including without limitation the following: (a) approval of the Pucara shareholders, as described below; (b) acceptance of the TSX Venture Exchange (?TSXV?); (c) approval of the British Columbia Supreme Court; (d) there being no material adverse changes in respect of either Copper Standard or Pucara; and other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied. The Transaction is subject to the approval at a special meeting of Pucara shareholders by (i) 66 2/3% of the votes cast by Pucara shareholders, and (ii) if required, a simple majority of the votes cast by the Pucara shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority. Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction by the end of 2024. After consultation with its legal advisors, the board of directors of Copper Standard unanimously approved entering into the Arrangement Agreement. After consultation with its legal advisors, the board of directors of Pucara unanimously approved entering into the Arrangement Agreement and unanimously recommends that Pucara Gold shareholders vote in favour of the Transaction. As of September 18, 2024, Vancouver, British Columbia has closed a private placement financing with Copper Standard Resources Inc for aggregate gross proceeds of CAD 0.25247295 million (the ?Financing?). As of November 8, 2024, Pucara Gold shareholders approved the transaction. As of November 18, 2024, the Supreme Court of British Columbia has granted the final order to the transaction. The Arrangement is anticipated to be completed on November 20, 2024.

DLA Piper (Canada) LLP are acting as legal counsel to Copper Standard. Gordon J. Fretwell Law Corporation and McMillan LLP are acting as legal counsel, Evans & Evans, Inc. acted as financial advisor and fairness opinion provider to Pucara. Odyssey Trust Company acting as transfer agent to Pucara.