Cascadero Copper Provides Update on Sale of Cascadero Minerals Corporation

North Vancouver, British Columbia–(Newsfile Corp. – October 1, 2026) – Cascadero Copper Corporation (TSXV: CCD) (“Cascadero” or the “Company“) is pleased to announce that, further to its news release of September 1, 2026, that it has entered into a debt assumption and offset agreement with Cascadero Minerals Corporation (“CMC“) and Nelson Borch, a director of the Company (the “Debt Assumption and Offset Agreement“), pursuant to which the parties have documented, among other things, their agreement that the Company will assume up to $163,631 (the “Borch Debt“) in debt owed by CMC to Mr. Borch (the “Debt Assumption“) immediately prior to the completion of the previously announced sale of CMC to Lumina Copper Corp. (the “Sale“). The Debt Assumption forms part of the overall commercial arrangements necessary to facilitate the previously announced disposition of CMC and results in the elimination of indebtedness at the CMC level immediately prior to closing of the Sale. The Debt Assumption is subject to the satisfaction or waiver of all conditions precedent to closing of the Sale set forth in the share purchase and sale agreement dated September 1, 2026 (the “Sale Agreement“), among the Company, Mr. Borch and Lumina Copper Corp.(“Lumina“) and “minority approval”, as defined in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101“).

Pursuant to the Debt Assumption and Offset Agreement, Mr. Borch also confirmed his responsibility for 30% of: (a) all amounts paid or payable by the Company to its legal and accounting advisors in Argentina in connection with the Sale; and (b) all administrative and operating expenses of CMC and its subsidiaries (including, for greater certainty, any subsidiary of CMC that is not included in the Sale) incurred in connection with the Sale prior to the earlier of: (i) the completion of the Sale; or (ii) the termination of the Sale Agreement in accordance with its terms (collectively, the “Borch Expenses“). Additionally, if the Sale is completed, Mr. Borch will pay to the Company 30% of approximately US$925,000, or such other amount that is then outstanding, payable by the Company to an arm’s length third party (the “Borch Payment“). Repayment of the Borch Debt by the Company will be offset by the Borch Expenses and, if the Sale is completed, the Borch Payment.

Mr. Borch, as a director of the Company, and CMC, as a partially owned subsidiary of the Company, are each a “Non-Arm’s Length Party” under the policies of the TSX Venture Exchange (the “TSXV“). Lumina is not a “Non-Arm’s Length Party”. The sale of the Company’s interest in CMC constitutes a sale of substantially all of the Company’s undertaking and, consequently, the Sale will require approval of at least 66⅔% of the votes cast by shareholders of the Company at a special meeting of shareholders (the “Shareholder Approval“). The Sale also constitutes a “Reviewable Disposition” under the policies of the TSXV. Closing of the Sale and the Debt Assumption remains subject to a number of customary closing conditions and receipt of all required corporate and regulatory approvals, including the final acceptance of the Sale and the Debt Assumption by the TSXV and the Shareholder Approval.

The Sale and Debt Assumption constitute a “related party transaction” within the meaning of MI 61-101. The Company is relying on the exemption from the formal valuation requirements in MI 61-101 pursuant to subsection 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States. The Company will seek “minority approval” (as defined in MI 61-101) in accordance with Part 8 of MI 61-101 at the Company’s upcoming annual general and special meeting of its shareholders. For the purposes of such minority approval, votes attaching to all common shares of the Company held by Borch will be excluded pursuant to s. 8.1(2) of MI 61-101. 

About Cascadero Copper Corporation

Cascadero Copper Corporation is focused on the exploration and development of its properties located in Argentina. Following completion of the Sale, the Company expects to use a portion of the proceeds of the Sale to continue evaluating the Taron Cesium project. The Company previously commissioned Wardell Armstrong International to prepare a preliminary economic assessment entitled “Preliminary Economic Assessment Taron Cesium Project, Argentina” with an issue date of April 22, 2024 (the “PEA“) and is considering the recommendations set forth therein. The Cascadero research and development team that was instrumental in developing the patent-pending mineral processing flowsheet on Taron mineral samples are expected to continue their work under the guidance of the Board.

All material information on the Company, including but not limited to a copy of the PEA, may be found on its website at www.cascadero.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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.

Cautionary Statement on Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events, conditions or future financial performance of the Company based on future economic conditions and courses of action. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of any words such as “may”, “anticipate”, “plan”, “expect”, “believe” and similar expressions. In particular, this news release contains forward-looking information pertaining to, but not limited to, the following: completion of the Sale and the terms thereof; the expected closing of the Sale and the timing thereof; the use of proceeds from the Sale; and the Company’s plans and strategic direction following closing of the Sale. Although the forward-looking information contained in this news release is based upon assumptions which management of the Company believes to be reasonable, the Company cannot assure investors that actual results will be consistent with such forward-looking information. With respect to forward-looking information contained in this news release, the Company has made assumptions regarding, but not limited to the receipt and timing of obtaining regulatory and corporate approvals for the Sale. The Company’s actual results could differ materially from those anticipated in the forward-looking information, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to: the risk that the Sale may not be completed as expected or at all; timing and receipt of applicable regulatory and corporate approvals for the Sale; the expected benefits of the Sale; unexpected costs or liabilities related to the Sale; general economic, political, market and business conditions, including fluctuations in foreign exchange rates; litigation risks; and the other risks set forth in the Company’s most recent management’s discussion and analysis available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information herein and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers are cautioned that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the forward-looking information included in this news release. All forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Company has no intention, and undertakes no obligation, to update or revise any statements containing forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317041