Medaro Mining Corp. has announced the signing of a definitive earn-in agreement with Sinclair Gold Ltd, formerly known as Alicanto Minerals Limited, for the potential acquisition of up to 100% of the Sala silver-zinc project, located in central Sweden. The agreement follows a news release published on May 13, 2026, announcing discussions between the two companies. The project comprises several exploration permits covering an area of 91 square kilometers considered prospective for silver and zinc.

A staged acquisition structure over three years

Under the terms of the agreement, Medaro Mining may acquire the interest in stages, by way of acquiring shares of a holding company that holds the project, through cash payments, share issuances and exploration expenditures. The company may increase its interest to 90% by paying a total of 800,000 Canadian dollars (approximately $584,000), issuing 800,000 common shares and incurring 1.75 million Canadian dollars (approximately $1.28 million) in exploration expenditures. This type of transaction comes as several governments step up support for the strategic mining sector, following the United States unveiling federal funding for critical minerals.

The schedule includes an initial payment of 50,000 Canadian dollars (approximately $36,500) and 250,000 consideration shares, payable within five days of the agreement’s commencement date. During the first year, Medaro must pay 250,000 Canadian dollars (approximately $182,500), issue an additional 250,000 shares and incur 750,000 Canadian dollars (approximately $547,500) in exploration expenditures to bring its interest to 50%. The second year calls for a payment of 500,000 Canadian dollars (approximately $365,000), the issuance of 300,000 shares and 1 million Canadian dollars (approximately $730,000) in exploration expenditures, raising the total interest to 90%.

Option for the remaining 10% and royalty

Once the 90% earn-in is completed, Medaro will hold an option allowing it to acquire the remaining 10% before the third anniversary of the commencement date, by paying 500,000 Canadian dollars (approximately $365,000) and issuing an additional 400,000 shares. Sinclair Gold will retain a 1.0% net smelter return royalty once Medaro reaches a 90% interest, a rate that will rise to 2.0% should the Canadian company bring its interest to 100%. The earn-in and the option remain exercisable at Medaro’s sole discretion, and the company may accelerate the timing of payments, share issuances and exploration expenditures. Securities issued in connection with the transaction will be subject to a four-month statutory hold period under applicable securities laws.

Regulatory approvals and executive reactions

Completion of the transactions contemplated by the earn-in and the option remains subject to obtaining all necessary consents, orders and regulatory approvals, including approval from the Canadian Securities Exchange. The Sala site has benefited from considerable historical work and features existing infrastructure as well as prior exploration data, according to Medaro.

Mr. Mark Carruthers, President and CEO of Medaro Mining, said the signing of the agreement represented an important milestone in building the company’s portfolio of exploration assets, noting the existing infrastructure and data at the Sala project. Mr. Jeff Sansom, CEO of Sinclair Gold, said the agreement established a clear pathway for the continued development of the project while preserving meaningful future exposure for Sinclair shareholders.