Vancouver, British Columbia--(Newsfile Corp. - October 26, 2026) - GRG Resources Corp. (TSXV: GRG) (FSE: G6A) (OTCQB: GARWF) (formerly Golden Arrow Resources Corporation) ("GRG Resources" or the "Company") is pleased to announce that, further to the right of first offer agreement dated October 20, 2025 (the "ROFO Agreement") between the Company and Mogotes Metals Inc. ("Mogotes Metals"), the Company and Mogotes Metals have entered into a binding offer for the sale of the Company's 1.5% net smelter returns royalty (the "NSR") on Mogotes Metals' Filo Sur Project (the "Transaction").

Nikolaos Cacos, President & CEO of the Company commented: "This offer marks the successful culmination of our strategy for one of our portfolio projects. Instead of investing significant capital and years to identify a deposit at Mogote we brought in a joint venture partner, resulting in nearly five million dollars in operating capital over the last four years, and now even more value with the sale of the NSR. The share component of the transaction is an excellent opportunity for us to continue to realize value as Mogotes Metals advances their project. Between this transaction and our recent asset sale to Capstone, our treasury is very well-funded, allowing us to move assertively to drill test our new Atakama gold project in Chile and to continue exploration at our portfolio of property in Argentina."

Transaction Details

Under the terms of the binding offer, the NSR will be acquired by a subsidiary of Mogotes Metals, for a purchase price of $13,000,000, comprised of $6,500,000 in cash plus the issuance of that number of common shares in the capital of Mogotes Metals (the "Consideration Shares") having an aggregate value of $6,500,000, based on the 20-day volume-weighted average trading price of such shares on the TSX Venture Exchange (the "TSX-V") as at the date of the definitive agreement.

The Consideration Shares will be approved for listing on the TSX-V and issued on closing as fully paid and non-assessable common shares, and will be subject to a customary statutory hold period of four months plus a day from the date of issuance.

GRG Resources and Mogotes Metals intend to negotiate and enter into definitive agreement in respect of the Transaction. Completion of the Transaction will be subject to customary conditions, including receipt of all required regulatory and stock exchange approvals, including approval of the TSX-V, receipt of all contractual consents required under material contracts of a party, and delivery of any notices required by applicable laws, stock exchange rules and under any material contracts of a party.

Pursuant to the ROFO Agreement, GRG Resources and Mogotes Metals will use commercially reasonable efforts to complete the Transaction by December 29, 2026, or as such other date as they may agree.

Advisors and Counsel:

In connection with the Transaction, Red Cloud Securities Inc. is acting as financial advisor to the Company and is arm’s length to each of the Company and the Buyer. An advisory fee shall be payable upon closing subject to the acceptance of the TSX-V.

Blake, Cassels & Graydon LLP is acting as Canadian legal counsel.

About GRG Resources

GRG Resources is a mineral exploration company with a successful track record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits. GRG Resources is actively exploring a portfolio of projects in Chile and Argentina. The Company is an affiliated company of the Grosso Group, a resource focused management organization that provides operational support to its affiliated companies as they advance quality resource projects.

ON BEHALF OF THE BOARD

"Nikolaos Cacos"_______________
Nikolaos Cacos,
President and CEO

Additional information about the Company is available on SEDAR+ at www.sedarplus.ca and at www.grgresources.com.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information:

This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risk and uncertainties. All statements other that statements of historical fact, that address activities, events or developments the Company believes, excepts or anticipates will or may occur in the future, including, without limitation, statements about: the negotiation and execution of a definitive agreement in respect of the Transaction; the receipt of applicable regulatory and stock exchange approvals, including the approval of the TSX-V; and the anticipated timing for completion of the Transaction are forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the risk that the parties may not enter into a definitive agreement; the risk that applicable regulatory and stock exchange approvals or contractual consents may not be obtained on a timely basis or at all; and the risk that the Transaction may not be completed within the anticipated timeline or at all. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company's public disclosure documents for a more detailed discussion of factors that may impact expected future results.

The forward-looking statements contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update or revise any forward-looking statements except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320799

Source: GRG Resources Corp.