CALGARY, Alberta, Oct. 14, 2025 (GLOBE NEWSWIRE) -- Bocana Resources Corp. (TSXV: BOCA) (Frankfurt: VC1) ("Bocana" or "Company") announces that on September 23, 2025 it signed a Joint Venture Agreement ("JV" or "JV Agreement") with Arizore Ltd., of Nevis, West Indies, whereby Arizore Ltd and Bocana (together, the "Members") have agreed to establish and jointly own Arizore LLC, a limited liability company incorporated in Nevada, United States, (the "JV Company"). The arm's length JV Agreement provides that the JV Company will acquire, hold, explore, develop, and operate the mining properties and to engage in activities incidental thereto, including mineral exploration, mine development, ore processing, production and sale of gold, silver, magnetite and other minerals, entering into offtake/ forward agreements, marketing contracts, undertaking financing and tokenization, and other activities approved by the JV Company's Board of Managers and consistent with the JV Agreement.
Arizore Ltd shall provide all project funding to the JV Company through secured loans, and Bocana shall act as the operator responsible for exploration, mine development, feasibility studies, and mining operations in accordance with prudent mining practices and applicable regulatory standards in situations where the JV Company is the operator of the projects. The funding will include the acquisition costs, due diligence, capital expenses, and operational costs for the project, and is expected to total up to USD $60,000,000 in secured funding loans (the "Funding Loans"), without any obligation on Bocana to contribute equity capital. Any issuance of equity interests in excess of ten percent (10%) will require the unanimous consent of the Members.
Furthermore, in a strategic move to advance digital asset innovation, the Members have also announced that Arizore Ltd intends to develop and operate a secure, compliance-focused digital infrastructure for the tokenization of mining-related assets, engaging industry specialists where appropriate. Any tokenization initiative is intended to enable digital representations of certain JV-related assets or cash flows and may facilitate broader access to such instruments, in each case subject to applicable law and regulatory approvals. Plans contemplate support for tools that could facilitate structured investment products, digital forward arrangements, and gold-backed tokens; however, any such instruments will be structured and offered, if at all, in compliance with applicable federal, state, and provincial securities laws and other applicable regulations, as applicable, and no assurance can be given that any such offerings will proceed. All offerings will adhere to appropriate standards of compliance, investor protection, and transactional security. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities or digital assets in any jurisdiction.
Under the terms of the JV, each Member will hold a 50% membership interest in the JV Company. All intellectual property developed in connection with tokenization will be jointly owned by the Members. Distributions of Net Proceeds will be shared 50/50 between the Members after application of the agreed waterfall, including payment of taxes and operating costs, funding of reclamation and environmental obligations, and repayment of Funding Loans (interest then principal).
It is agreed that an Arizore Ltd Board Member will sit on the Board of Bocana in a director's role and that a Bocana board member will sit on the board of Arizore Ltd in a director's role. In the JV Company, each Member will appoint an equal number of managers to the board of managers, and certain reserved matters will require unanimous approval of the Members.
"This joint venture represents more than just shared ownership and development of mineral assets - it's a shared vision for the future of digital innovation," said Tim Turner, Bocana's Chief Executive Officer. "Together, we're building a foundation that will redefine how intellectual property and revenues are generated through tokenization of mineral assets, and we're proud to partner with Arizore Ltd in this venture and to lead the charge."
About Bocana Resources Corp.
Bocana is a mineral exploration company focused on the acquisition, exploration, and development of mineral properties in North and South America. Bocana, through its wholly owned subsidiary, Huiracocha International Service SRL, holds a 100% working interest in the mineral properties known as the Escala area concessions located in the Department of Potosi, Sud Lipez Province, Bolivia, as awarded by Comibol.
Contact Information
For more information on Bocana, visit: https://bocanaresources.com.
For more information or interview requests, please contact:
Timothy J. Turner - Chief Executive Officer
info@bocanaresources.com
(713) 858-3329
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: "intend", "believe", "estimate", "expect", "may", "will", "approximately", "planning", "projected", "anticipate", and similar references to future periods. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Bocana, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including, without limitation, statements regarding the JV Company's exploration, development and operating plans; programs and budgets; timing and amounts of potential Funding Loans; permitting and regulatory approvals (including under National Environmental Policy Act ("NEPA") and by the United States Bureau of Land Management (the "BLM") and other authorities); the preparation of technical reports and studies compliant with NI 43-101; market conditions; offtake, tolling and refining arrangements; and the design, timing, regulatory classification, approvals and potential launch of any tokenization initiatives. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond Bocana's control.
Forward-looking statements are inherently uncertain, and the actual performance may be affected by several material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) the availability and terms of Funding Loans, (ii) the JV Company's ability to obtain and maintain permits and approvals from applicable governmental authorities (including the BLM) and to comply with environmental laws (including NEPA and Arizona Department of Environmental Quality requirements), (iii) exploration, metallurgical, recovery and production results and the timing, cost and outcome of technical work (including NI 43-101 compliant reports and studies), (iv) supply chain availability and capital equipment procurement, (v) the negotiation, execution and performance of offtake and other commercial arrangements, (vi) market prices for commodities and inputs, (vii) the timing, structure, regulatory classification and approvals for any potential tokenization or digital asset initiatives under applicable U.S. federal and state securities laws and other applicable regulations, (viii) general business, economic, competitive, political and social uncertainties, and (ix) regulatory approvals (as applicable) including the approval of the TSX Venture Exchange. Although Bocana has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or digital assets in any jurisdiction.
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 news release.
