Grafton Resources Enters into Definitive Option Agreement to Acquire 100% of the Alicahue Copper-Gold Project in Chile

(TheNewswire)

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Vancouver, British Columbia –TheNewswire - December 19, 2025 – Grafton Resources(CSE:GFT; OTCQB:PMSXF)("GraftonResources" or the "Company") ispleased to announce that the Company, through a wholly-owned Chileansubsidiary, has entered into a definitive option agreement datedDecember 16, 2025 (the “Subsidiary Option Agreement”) with Asesoriase Inversiones Sol SpA (the “Vendor”), an arm’s length vendor, pursuantto which the Vendor has granted to the Company an exclusive option(the “Option”) to acquire a 100% interest in the Alicahue Copper-GoldProject (the “Project” or “Alicahue”), locatedin the Valparaiso Region of Chile. The Project comprises 3,500 Ha ofconcessions, at an average altitude of 1,700 m. The Project is located140 km by road to Santiago and 67 km from the coast. The SubsidiaryOption Agreement dated December 11, 2025, together with a shareconsideration agreement dated December 16, 2025 entered into betweenthe Company and the Vendor (collectively, the “Option Agreement”)supersede the framework agreement entered into between the Company andthe Vendor that was previously announced in the Company’s pressrelease dated October 28, 2025.

Campbell Smyth, Interim Chief Executive Officer, Chairman and adirector of Grafton Resources commented: “Completing theacquisition of Alicahue is the first step in building a high-valueportfolio of gold and copper projects that can give shareholders bothmomentum and leverage to this metals cycle. We will continue toadd Chilean copper and gold assets to Grafton as we believe bothmetals remain in a structural bull market and that Chile is among themost stable and mining-friendly jurisdictions worldwide.”

Merlin Marr-Johnson, Technical Advisor to GraftonResources commented: “Alicahue offers Grafton a tremendous opportunity to explore severalsignificant and newly-identified copper and gold targets within oneproject area. The project lies in the southern projection of the samemetallogenic belt of Chile that hosts large porphyries such as ElSalvador, Escondida, and Chuquicamata. The combination of geology andgeochemistry points to the potential for a classic porphyry deposit atAlicahue. Ongoing mapping and sampling will be complemented by anairborne MMT geophysical survey in early 2026.”

Option Agreement Terms

• The Option is structured with a five-year timeline, thefirst four years of which will be designated for exploration work, andthe final year of which will be designated for the preparation of atechnical report and payment of the Option exercise payment (seebelow). 

• The Company is required to incur explorationexpenditures of US$4,000,000 over the first four years (with no12-month period seeing less than US$500,000 in explorationexpenditures). 

• Upon successful completion of the explorationexpenditure commitment, the Company is able to exercise the Option bymaking an exercise payment of US$3,000,000. 

• Upon exercise of the Option, the Vendor will retain a2.0% net smelter returns (“NSR”) royalty, and the Company willhave the option to repurchase one-half (1.0%) of the NSR royalty forUS$5,000,000. 

• The Company will also pay a resource payment to theVendor on future resources defined on the Project, with such resourcepayment to be US$5.00 per tonne of contained copper equivalent metal using a 0.2% cut-off grade, based onmeasured, indicated and inferred resources as defined under a NationalInstrument 43-101 compliant mineral resource estimate as at the dateof a construction decision. 

• The Company will also make the following payments andshare issuances: 

Signing Payment and Finder’sFee

In satisfaction of the signing payment obligations, theCompany has paid US$1,000 to the Vendor and issued 312,955 commonshares in the capital of the Company (the “Signing Payment Shares”) to the Vendor at a deemed price of C$0.44 per SigningPayment Share.

The Company will also issue 1,450,400 common shares inthe capital of the Company (the “Finder Shares”)(representing a 7% finder’s fee on the total value of the Option,assuming full exercise) at a deemed price of $0.50 per Finder Share toa certain arm’s length finder (the “Finder”) inconnection with the Option Agreement. The Company has issued the first500,000 Finder Shares, which became due upon signing of the OptionAgreement. A further 500,000 Finder Shares will be issuable to theFinder upon the completion of a maiden drill program on the Project,and the last 450,400 Finder Shares will be issuable to the Finder uponthe exercise of the Option.

The Signing Payment Shares, all additional commonshares to be issued to the Vendor under the Option Agreement, and allFinder Shares will be subject to a four-month and a day hold periodpursuant to Canadian securities laws and the policies of the CanadianSecurities Exchange (the “Exchange”).

Correction to News Release datedNovember 27, 2025

The Company announces a correction to the finder’sfee figures disclosed in its news release dated November 27, 2025relating to the closing of its non-brokered private placement. TheCompany paid $137,784 in cash, and issued 275,568 non-transferablefinder’s warrants (each, a “November Finder’s Warrant”) to certainarm’s length finders. Each November Finder’s Warrant will entitlethe holder to purchase one common share of the Company at a purchaseprice of $0.80 per share until November 27, 2027. The Company willpost an amended Form 9 – Notice of Issuance or Proposed Issuance of ListedSecurities on the Exchange’s website in orderto reflect this correction.

About GraftonResources

Grafton Resources is a Canadian exploration companylisted on the Canadian Securities Exchange (CSE), focused on thediscovery and development of copper and gold assets in the Americas.The Company is committed to responsible exploration, strong communitypartnerships, and generating shareholder value through disciplinedproject advancement.

On behalf of Grafton Resources.

John Campbell Smyth
Interim Chief Executive Officer, Chairman andDirector

For further information, please contact:

John Campbell Smyth
csmyth@graftonresources.com
+61403203402

CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING INFORMATION

This news release includes certainstatements and information that constitute forward-looking informationwithin the meaning of applicable Canadian securities laws. Allstatements in this news release, other than statements of historicalfacts are forward-looking statements. Such forward-looking statementsand forward-looking information specifically include, but are notlimited to, statements that relate to the Option, potentialmineralization on the Project, future exploration plans on the Projectand the timing and results of future exploration..

Statements contained in this releasethat are not historical facts are forward-looking statements thatinvolve various risks and uncertainty affecting the business of theCompany. Such statements can generally, but not always, be identifiedby words such as "expects", "plans","anticipates", "intends", "estimates","forecasts", "schedules", "prepares","potential" and similar expressions, or that events orconditions "will", "would", "may","could" or "should" occur. All statements thatdescribe the Company's plans relating to operations and potentialstrategic opportunities are forward-looking statements underapplicable securities laws. These statements address future events andconditions and are reliant on assumptions made by the Company'smanagement, and so involve inherent risks and uncertainties, asdisclosed in the Company's periodic filings with Canadiansecurities regulators, including without limitation, risks related tothe completion of the acquisition of the Option; the dangers inherentin exploration, development and mining activities; actual explorationor development plans and costs differing materially from theCompany’s estimates; the ability to obtain and maintain anynecessary permits, consents or authorizations required for miningactivities; environmental regulations or hazards and compliance withcomplex regulations associated with mining activities; climate changeand climate change regulations; fluctuations in exchange rates; theavailability of financing; operations in foreign and developingcountries and the compliance with foreign laws, remote operations andthe availability of adequate infrastructure; fluctuations in price andavailability of energy and other inputs necessary for miningoperations; shortages or cost increases in necessary equipment,supplies and labour; regulatory, political and country risks,including local instability or acts of terrorism and the effectsthereof; the reliance upon contractors, third parties and jointventure partners; challenges to title or surface rights; thedependence on key personnel and the ability to attract and retainskilled personnel; the risk of an uninsurable or uninsured loss;adverse climate and weather conditions; litigation risk; andcompetition with other mining companies. As a result of these risksand uncertainties, and the assumptions underlying the forward-lookinginformation, actual results could materially differ from thosecurrently projected, and there is no representation by the Companythat the actual results realized in the future will be the same inwhole or in part as those presented herein. the Company disclaims anyintent or obligation to update forward-looking statements orinformation except as required by law. Readers are referred to theadditional information regarding the Company's business containedin the Company's reports filed with the securities regulatoryauthorities in Canada. Although the Company has attempted to identifyimportant factors that could cause actual actions, events, or resultsto differ materially from those described in forward-lookingstatements, there may be other factors that could cause actions,events or results not to be as anticipated, estimated or intended. Formore information on the Company and the risks and challenges of itsbusiness, investors should review the Company's filings that areavailable at www.sedarplus.ca.

The Company provides no assurancethat forward-looking statements and information will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements or information. Accordingly,readers should not place undue reliance on forward-looking statementsor information. The Company does not undertake to update any forwardlooking statements, other than as required by law.

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