Press Release

FOR IMMEDIATE RELEASE

Toronto, Ontario — August 12, 2026

Mogotes Metals Inc. (TSXV: MOG) (FSE: OY4) (OTCQB: MOGMF) has provided an additional update concerning the exercise of rights by CD Capital Fund IV L.P. (“CD Capital”) and the related subscription of common shares by certain shareholders.

The announcement follows the company’s previous releases dated July 14, 2026, and July 21, 2026. It relates to rights held by CD Capital under an investor rights agreement and pre-emptive rights agreements involving various shareholders.

Mogotes Metals said the update provides additional information about the proposed issuance of common shares, the expected proceeds and the conditions that must be satisfied before the transaction can close.

Details of the Proposed Subscription

CD Capital has exercised its right to subscribe for common shares of Mogotes Metals with the intention of increasing its ownership interest to 19.9% on a partially diluted basis.

In connection with the rights exercise and related pre-emptive rights, the company intends to increase the number of common shares to be issued from 31,000,000 shares to as many as 38,558,817 shares.

The common shares are expected to be issued at a price of $0.49 per share. If the maximum number of shares is issued, Mogotes Metals expects to receive gross proceeds of up to $18,893,820.

Transaction Highlights

• Subscriber: CD Capital Fund IV L.P., together with certain shareholders exercising related rights.
• Maximum number of common shares: Up to 38,558,817 shares.
• Issue price: $0.49 per common share.
• Potential gross proceeds: Up to $18,893,820.
• Proposed ownership position: CD Capital intends to increase its interest to 19.9% on a partially diluted basis.
• Exchange: TSX Venture Exchange.

Purpose of the Update

The additional announcement is intended to clarify the scope of the rights exercise and the potential number of common shares that may be issued. The final number of shares will depend on the exercise of applicable rights and the satisfaction of closing conditions.

The transaction could provide Mogotes Metals with additional capital to support its corporate activities, exploration programs and working capital requirements. However, the company has not indicated that the proceeds will be allocated exclusively to any single project or activity.

Investors should review the company’s official filings and announcements for complete information about the transaction, including the final number of shares issued and the expected use of proceeds.

Conditions to Closing

Completion of the proposed subscription remains subject to several conditions. These include the receipt of all necessary regulatory and other approvals, including approval from the TSX Venture Exchange.

Until the required conditions have been satisfied, the transaction may not close on the proposed terms or within the expected timeframe. Investors should therefore avoid treating the proposed issuance as completed until Mogotes Metals confirms the closing in a subsequent announcement.

Potential Factors Affecting Completion

• Regulatory review and approval.
• TSX Venture Exchange approval.
• Completion of applicable subscription documentation.
• Satisfaction of other customary closing conditions.
• Changes in market or corporate circumstances.

Resale Restrictions

The common shares issued under the subscription will be subject to a hold period of four months plus one day from the date of issuance. The shares will also be subject to the resale rules established under applicable Canadian securities legislation.

As a result, the subscribers may not be able to freely resell the shares immediately after they are issued. Investors should consult the company’s formal regulatory filings for additional details concerning the applicable resale restrictions.

What the Transaction Means for Investors

The proposed issuance would increase the number of Mogotes Metals common shares outstanding. Existing shareholders should consider the potential dilution that may result from the issuance of additional shares.

At the same time, the transaction could strengthen the company’s financial position by providing additional gross proceeds. The ultimate impact will depend on how the funds are used, the company’s exploration results and broader market conditions.

Mineral exploration companies face a range of risks, including exploration uncertainty, permitting requirements, financing needs, commodity-price volatility and the possibility that mineral properties may not support economic development.

About Mogotes Metals

Mogotes Metals Inc. is a Canadian mineral exploration company focused on the acquisition and advancement of prospective mineral properties.

The company’s activities may include geological evaluation, exploration planning, sampling, drilling and other technical programs. The timing and scope of these activities depend on financing, regulatory approvals, market conditions and project requirements.

Like other exploration-stage companies, Mogotes Metals’ future results may depend on its ability to identify mineralization, secure funding, obtain permits and advance its projects toward potential development.

Forward-Looking Information

This release may contain forward-looking information regarding the proposed subscription, the issuance of common shares, expected proceeds, regulatory approvals and the company’s future activities.

Forward-looking information is based on management’s current expectations, assumptions and estimates. Actual results may differ materially because of changes in market conditions, financing availability, regulatory requirements, exploration results, commodity prices and other factors.

Readers should not place undue reliance on forward-looking information. Mogotes Metals does not undertake to update forward-looking information except as required by applicable Canadian securities laws.

Frequently Asked Questions

What has Mogotes Metals announced?

Mogotes Metals has provided an additional update regarding the exercise of rights by CD Capital and related subscriptions by certain shareholders.

How many shares may be issued?

The company intends to increase the potential issuance from 31,000,000 common shares to up to 38,558,817 common shares.

What is the subscription price?

The proposed common shares are expected to be issued at a price of $0.49 per share.

How much money could Mogotes Metals receive?

If the maximum number of shares is issued, the company expects to receive gross proceeds of up to $18,893,820.

What ownership level is CD Capital targeting?

CD Capital intends to increase its ownership interest in Mogotes Metals to 19.9% on a partially diluted basis.

Has the transaction been completed?

The transaction remains subject to closing conditions, including receipt of all necessary regulatory approvals and approval from the TSX Venture Exchange.

Are the new shares immediately tradeable?

No. The common shares issued under the subscription will be subject to a hold period of four months plus one day from the date of issuance, along with applicable Canadian resale rules.

Could existing shareholders be diluted?

Yes. The issuance of additional common shares could reduce the percentage ownership of existing shareholders who do not participate in the transaction.

Where can investors find official information?

Investors should consult Mogotes Metals’ official website, regulatory filings, offering documents and announcements, as well as their registered investment dealer or brokerage firm.

Investor Contact

Mogotes Metals Inc.
Allen Sabet, President and Chief Executive Officer
Phone: (647) 846-3313
Email: info@mogotesmetals.com