Cerro de Pasco Resources Inc. (CNSX:CDPR) has executed a definitive share purchase agreement to acquire Oxidos de Pasco S.A.C., Empresa Administradora de Cerro S.A.C and Remediadora Ambiental S.A.C. from Volcan Compañía Minera S.A.A. (BVL:VOLCABC1) for $30 million on November 27, 2019. Under the terms of the Agreement, 100% issued and outstanding common shares of Oxidos de Pasco S.A.C., Empresa Administradora de Cerro S.A.C and Remediadora Ambiental S.A.C for closing consideration of $15 million and $15 million as deferred consideration will be acquired. Volcan will receive a royalty of 2% of the net smelter return as provided under a net smelter return royalty deed to be entered into between Cerro SAC, CDPR and Volcan (the “NSR Royalty Deed”) on all metal production from all the concessions owned by Cerro SAC, other than material processed through the Oxidos facilities. In respect of the silver and gold doré production from the Oxidos in any year-:(i) CDPR will pay Volcan 100% of the price difference between the average monthly spot silver price and $9.00/oz (the “Base Silver Price”) and where average monthly spot silver price is above $18.00/oz, CDPR would share 50% of the difference in price. (ii) CDPR will pay Volcan 100% of the price difference between the average monthly spot gold price and $950.00/oz (the “Base Gold Price”), and where average monthly spot gold price is above $1,400.00/oz, CDPR will share 50% of the difference in price. (iii) The Base Silver Price and Base Gold Price shall increase by a percentage equal to the increase in the Consumer Price Index over the previous twelve-month period on each anniversary of the closing.

In a related transaction in addition and in accordance with the terms of an off-take agreement to be entered into between Cerro SAC and Volcan (the “Off-take Agreement”), Volcan will have an off-take in respect of 100% of all zinc and lead concentrates from ore resources owned by Cerro SAC as at the closing date, as well as a right of first refusal to purchase all concentrates produced from CDPR's El Metalurgista concessions. The transaction will be financed from its existing banking facilities and available cash. The closing of the transaction is subject to standard closing conditions as well as certain specific closing conditions such as provided under the share purchase agreement. The closing of the transaction is expected to occur within four months of this announcement. As of March 9, 2020, the transaction is expected to occur in quarter two of 2020. As of March 31, 2020, the closure date of the transaction has been extended until June 27, 2020. As of April 29, 2020, Cerro de Pasco Resources Inc. has secured a 45-day extension (blanket exemption) from securities regulatory authorities in Canada to complete their regulatory filings. As of June 30, 2020, Cerro de Pasco Resources Inc. and Volcan Compañía Minera S.A.A. agreed that the closure date of the transaction has been extended until August 31, 2020. As of September 1, 2020, Cerro de Pasco Resources Inc. and Volcan Compañía Minera S.A.A. agreed that the closure date of the transaction has been extended until October 30, 2020. As of October 16, 2020 the closing of transaction is subject to regulatory approval and standard closing conditions. Sprott Capital Partners acted as financial advisor for Cerro de Pasco in relation to the funding of the transaction.

Cerro de Pasco Resources Inc. (CNSX:CDPR) cancelled the acquisition of Oxidos de Pasco S.A.C., Empresa Administradora de Cerro S.A.C and Remediadora Ambiental S.A.C. from Volcan Compañía Minera S.A.A. (BVL:VOLCABC1) on November 2, 2020. Following multiple past extensions, the Cerro de Pasco Resources Inc announced that the transaction had expired. Volcan, Glencore and CDPR continue to engage proactively to finalize a Transaction that is satisfactory to both parties and beneficial to the local communities. As of February 8, 2021, Volcan Compañía Minera S.A.A. decided against the transaction.