Vancouver, British Columbia--(Newsfile Corp. - June 21, 2025) - Kenadyr Metals Corp. (TSXV: KEN.H) (OTC: KNDYF) (FSE: KM0) (the "Corporation" or "Kenadyr") announces it has entered into a definitive share purchase agreement dated June 13, 2025 with Infinitum Copper Corp. ("Infinitum"), an arm's length party to Kenadyr, to acquire 100% of Exploraciones Margarita S.A. de C.V., a private Mexican company that holds an 80% interest in the Cerro Grande copper-gold-silver skarn discovery, located in Sonora, Mexico.
- Acquisition supports Kenadyr's plan to build a North America-focused copper company advancing high-grade assets.
- Kenadyr to acquire 100% of Exploraciones Margarita S.A. de C.V., which holds an 80% interest in the Cerro Grande discovery and surrounding claims, known as "the Adelita Project," in Sonora, Mexico.
- Cerro Grande is a Cu-Au-Ag skarn system, with over US$8 million in historical exploration, including 7,000+ metres of drilling.
Timothy McCutcheon, CEO of Kenadyr Metals, commented: "We believe the Adelita Project offers a compelling copper development and exploration opportunity, anchored by the Cerro Grande discovery and a large land position in a globally significant copper-producing region. We look forward to working with local partners in Mexico and evaluating this opportunity further."
This acquisition marks a significant step in Kenadyr's strategy to assemble a portfolio of high-grade copper assets in North America, positioned to support the global energy transition and benefit from strong regional infrastructure, skilled workforce, and established permitting pathways.
Transaction Terms
Under the terms of the agreement, Kenadyr will acquire 100% of the shares of Exploraciones Margarita S.A. de C.V. from Infinitum, on an "as is, where is" basis, in exchange for:
- CAD $100,000 in cash (inclusive of a previously paid $25,000 deposit), and
- 1,842,719 Kenadyr common shares ("Common Shares"), which are subject to voluntary resale restrictions with releases occurring over a period of 18-months, at a deemed issue price of $0.32 per Common Share.
Total value of the consideration payable to Infinitum at closing would be $689,670 in cash and Common Shares.
As part of the transaction, for a period of 12 months following the Closing Date, upon Kenadyr closing any equity financing up to and totaling $3.5 million, Kenadyr will issue to Infinitum as a post-closing payment, and for no additional consideration, such number of Common Shares that will result in Infinitum continuing to hold 9.0% of the Common Shares, up to a maximum of 2,588,000 additional Common Shares. In the event that Kenadyr raises $3.5 million in the next 12 months, the maximum consideration payable as a post-closing payment will be approximately $350,000.
The transaction is subject to customary conditions, including approval by the NEX Board of the TSX Venture Exchange ("NEX") for Kenadyr and approval of the TSX Venture Exchange. The transaction will be a fundamental acquisition for Kenadyr, but Kenadyr will not be applying to reactivate from NEX to the TSX Venture Exchange at this time. Trading in Kenadyr's common shares will remain halted pending receipt and review of acceptable documentation pursuant to Section 5.6(d) of TSX Venture Exchange Policy 5.3.
ON BEHALF OF KENADYR METALS CORP.
"Tim McCutcheon"
Tim McCutcheon
Chief Executive Officer and Director
For more information, please contact:
Tim McCutcheon or Kevin Ma
E-mail: info@kenadyr.com
Cautionary Statement on Forward-Looking Information
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the anticipated content, commencement, timing and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the state of the financial markets for the Company's equity securities, the state of the commodity markets generally, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including TSXV acceptance, for its planned activities, the inability of the Company to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company's latest interim Management Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company's Canadian public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256397
SOURCE: Kenadyr Metals Corp.
