Compañia Minera de Atocha S.A. de C.V. entered into a binding letter of agreement to acquire TGMEX Silver S.A. DE C.V from Tarachi Gold Corp. for $5.7 million on January 26, 2023. Tarachi will seek to settle all outstanding obligations owing to Manto Resources S.A. de C.V. in relation the Company's original acquisition of the Magistral Project from Manto in 2021. Tarachi will pay to Manto 15% of all payments received from Atocha in the Transaction as those payments are received. Completion of the Transaction will be subject to, among other things, the signing of the Definitive Agreement and extension of existing tailings leasing agreements and consummation of due diligence by Atocha. Tarachi and Atocha expect to sign a definitive agreement within 60 days and the Parties expect to close the Transaction within 30 days of the signing of the Definitive Agreement. As of May 3, 2023, Compañia Minera de Atocha and Tarachi Gold has signed a definitive agreement on May 2, 2023. Todd Roth, VP Operations, has stepped down from his role. As per payment terms, $2.55 million will be paid directly from Atocha to Tarachi on or before closing, $0.5 million of the $1 million currently held in a Canadian escrow account will be released to Tarachi on or before closing, The remaining $0.5 million in the escrow account will be released to Tarachi when Atocha concludes negotiations with the Ejido Magistral, or after 12 months, whichever occurs first, $0.5 million will be paid to Tarachi six months from closing, less any contingency costs, if any, that arise after closing that were incurred by Tarachi but not identified during due diligence, $0.5 million will be paid to Tarachi when 50% of the tailings located on the Magistral Project have been mined, sold and/or processed or after the first complete calendar year of operation at the Magistral Project, whichever occurs first, $0.5 million will be paid to Tarachi when 100% of the Magistral Tailings have been mined, sold and/or processed or after the second complete calendar year of operation at the Magistral Project, whichever occurs first, The amount of value-added tax currently owing as that tax benefit is realized by Atocha during operations and product sales from the Magistral Project will be paid to Tarachi, estimated to total approximately $0.65 million. The transaction is expected to complete on or before May 17, 2023.

Compañia Minera de Atocha S.A. de C.V. completed the acquisition of TGMEX Silver S.A. DE C.V from Tarachi Gold Corp. on May 3, 2023.