CopAur in US$6.6 million U.S. asset deal with Chester Millar company

CopAur Minerals Inc. [CPAU-TSXV] has agreed to acquire all the issued and outstanding shares of Chester Holdings Inc., a private British Columbia company controlled by Chester Millar, and its subsidiary Chester Holdings USA.

Millar is a pioneer of heap leaching, who fundamentally changed the economics of gold production, enabling the development of numerous low-cost, high-margin gold mines.

Chester Holdings USA Inc. holds rights under a 2017 lease agreement that grants for a 20-year term to access, seek permits and mine and process tailings and bedrock from the Royal Vindicator property in Haralson County, Georgia, U.S. The project consists of 235.8 hectares of contiguous private property, including the former Royal Vindicator mine site. All materials, including bedrock and tailings materials are available for excavation and process under the lease agreement. Parties to the purchase agreement are Chester Holdings Inc., a private British Columbia company controlled by Chester Millar, Chester Holdings U.S.A., a Georgia corporation and the shareholders of Chester Holdings Inc. and Chester Holdings U.S.A.

CopAur shares eased 3.7% or $0.005 to 13 cents in early trading Tuesday. The shares trade in a 52-week range of 21 cents and $0.095.

In connection with the acquisition, Chester Millar, and his team of heap leach specialists have agreed to work with CopAur on this project and CopAur’s Kinsley and Troy Canyon projects in Nevada.

Under the terms of the purchase agreement, CopAur has pledged to purchase all of the issued shares of Chester Holdings Inc. from the vendors for US$6.6 million payable to the vendors as follows:

• US$700,000 in cash payable at closing, including a US$50,000 refundable deposit, payable on execution of the purchase agreement.
• The payment at closing of US$2.5 million in cash or common shares of CopAur or a combination of both at CopAur’s discretion.
• The repayment by CopAur over a six-year-period from closing of US$3.36 million of outstanding debt obligations owing by Chester Holdings USA to certain lenders related to Chester Holdings USA.

CopAur is required under the deal to make working US$1.0 million in capital contributions for the 2025 year to advance mining operations and pay advance royalty obligations under the lease. CopAur is required to reimburse US$250,000 to an unrelated party. CopAur will pay a US$250,000 finders’ fee to Sibling Rivalry Investments Inc., a company at arms length to CopAur. CopAur is obligated to make additional payments to the vendors of US$10 per gold ounce for all new resources added to the RV mining project within the first 12 months following closing.

The acquisition is subject to CopAur completing a minimum financing of US$1.85 million on or before August 15, 2025, or such other date as may be mutually agreed by the parties to the purchase agreement.

In a July 7, 2025 press release CopAur said Miller and Duane Nelson have agreed to join its advisory board. Duane Nelson is a recognized innovator and entrepreneur in the field of environmentally responsible metallurgy.