Chilwa Minerals Limited
ASX: CHW | Nasdaq: CHWM

Urasar is a copper-gold project in northern Armenia owned 100% by Hayasa through Hayasa Resources Corp., which was granted the 33.8 km² (3,380-hectare) exploration permit in October 2023. The road-accessible permit hosts three gold and copper mineralized zones with historic adits and drill holes from the 1930s and from 1956 to 1960, and Soviet-era records show more than 16 exploration adits and several drill holes, the best of which returned 25 meters containing 1.67% copper. A qualified person, the professional who reviews technical disclosure under Canada’s National Instrument 43-101 (NI 43-101), has not done sufficient work to classify any of that historical work as current mineral resources.

Surface sampling put Urasar at the top of Hayasa’s list, with eight rock chip and channel samples ranging from 0.123 g/t to 12.5 g/t gold and averaging 2.65 g/t gold, followed in November 2022 by thirty rock chip samples from other parts of the license area that averaged 0.75 g/t gold and 0.63% copper, where g/t means grams of metal per tonne of rock. The continuous geochemical anomaly now extends about 14 kilometers along strike, the horizontal direction in which a mineralized trend runs.

Systematic work followed in each field season, with the 2024 program covering mapping, channel sampling, road construction, a 240 line-kilometer ground magnetic survey, a 6 line-kilometer induced polarization (IP) survey and a maiden drill campaign of 10 holes for 2,100 meters. The 2025 season added a three-line trial AMT survey and 2,040 meters of drilling, and holes at Black River in the east hit massive pyritic sulfide mineralization over tens of meters, including 24 meters at 0.424 g/t gold and 0.18% copper in hole UDD-016 and 4.1 meters at 2.98 g/t gold with 0.25% copper from 51.9 to 56.0 meters in hole UDD-017.

Drill targeting at Urasar is aided by audio-magnetotelluric (AMT) surveying, a passive electromagnetic technique that uses natural signals from thunderstorms and the ionosphere to build a resistivity model of the subsurface and can see deeper than a normal IP survey. In May 2026 Terratec Geophysical Services completed a six-line, 53-station AMT survey for Hayasa, with four lines over the Yellow River area in the west, home to the Golden Vein, Copper Creek and Oxide Basin zones, and single lines over Black River and the Brick House prospect. The resistivity data picked out several low-resistivity, high-conductivity zones that can correspond to the sulfide mineralization intersected in earlier holes UDD-001, UDD-011 and UDD-014, along with near-vertical structures on the westernmost profiles beneath anomalous gold and copper surface geochemistry.

Hole UDD-021, drilled due south at an inclination of minus 60 degrees at Oxide Basin in November 2025 to test an AMT anomaly, was abandoned at 235 meters because of difficult ground conditions and the onset of a winter snowstorm, short of a target projected at about 250 to 400 meters. Even so, it intersected some of the strongest mineralization found at Urasar to date, including 39 meters grading 0.50% copper and 0.18 g/t gold from 11 to 50 meters and 52 meters grading 0.11% copper from 163 to 215 meters, which Dennis Moore called the first continuously mineralized intervals Hayasa had drilled at Urasar.

Two diamond drill holes made up the 2026 program, UDD-022 at Oxide Basin to 640 meters and UDD-023 at Silica West to 430 meters, both designed to test the near-vertical AMT anomalies on profiles 1 and 2 at the western end of the property. The AT Group of Yerevan drilled the 1,070 meters and finished by September 4, 2026. The targets are backed by anomalous surface geochemistry and strong to intense hydrothermal alteration, in a part of the license marked by large, resistant siliceous ridges where iron oxide has replaced sulfides, along with local occurrences of unoxidized bornite, a copper sulfide mineral.

Both holes intersected an intense, multiphase quartz-anhydrite vein and veinlet stockwork, a dense network of crosscutting veins, hosted in strongly hydrothermally altered rock, and the vein system locally carries pyrite and chalcopyrite with occasional enargite, all sulfide minerals. Increasingly potassic-style alteration at depth, the potassium-rich alteration associated with porphyry copper deposits, together with the stockwork character and the copper-bearing sulfide assemblage, is interpreted as evidence of a potentially well-developed porphyry-style hydrothermal system. Assays from both holes are pending at ALS, and when the program was completed Chief Executive Officer Joel Sutherland said: “The company continues to learn more about Urasar with every meter drilled. These last two holes are the first two holes drilled to depth, and the veining in the core is potentially indicative of something much bigger.”

A geochemical study of Urasar’s surface and drilling data, done with help from the Geology department at Yerevan State University, revealed a very prominent and robust antimony anomaly from the Yellow River Junction west to Oxide Basin. Antimony is often a pathfinder for gold, and the intensity of this anomaly points to possible primary antimony mineralization in the center and west of the license. Local management has been working on an additional exploration permit covering the area south of the license boundary, where that mineralization continues.

In January 2025 Hayasa sold a 1.25% net smelter return (NSR) royalty on all minerals produced from Urasar to Franco-Nevada Corporation and EMX Royalty Corporation for total cash proceeds of US$1 million. Each holds a 0.625% interest and a right of first refusal on any future royalty, stream or similar interest on Urasar. An NSR royalty entitles its holder to a percentage of the revenue from any future production after smelting and refining costs are deducted.

Vardenis covers a 93 km², road-accessible exploration license in the Central Tethyan Belt of east-central Armenia, where a classic porphyry-epithermal system carries copper, molybdenum and gold mineralization across a 35 km² alteration zone. Epithermal mineralization forms at shallower depths above or beside a porphyry system, and alteration is the chemical change that hot fluids leave in their host rocks.

Dennis Moore, Chairman and President, described the scale of the surface expression: “Vardenis comprises the largest ‘color anomaly’ in Armenia: a 35 km² hydrothermally altered surface expression, easily identifiable on satellite images and which hosts anomalous metal values throughout.”

Dundee Precious Metals explored Vardenis from 2015 to 2017, spending $2.4 million on soil geochemistry, rock sampling, trenching, a limited ground magnetic survey and 1,246 meters of drilling in seven holes at the Artsiv zone, two of them inside the current license and five on its boundary drilled into it, including 11.9 meters at 1.92 g/t gold and 58.6 g/t silver. That work defined the 35 km² alteration zone, an arc-shaped gold-in-soil anomaly about seven kilometers long and a separate 3.5 by 2.4 kilometer copper anomaly 1.4 kilometers to its south.

Hayasa’s own work at Vardenis came in 2023 and 2024: two initial diamond holes at the Razmik zone, mapping, rock chip and channel sampling, a 23 line-kilometer IP survey and a 130 line-kilometer ground magnetic survey. Teck Resources Limited held the option on Vardenis from August 2025 to September 2026 and funded the 2025 program, having been solely responsible for all project expenditures and costs from May 3, 2025. With Hayasa as manager, that program rehabilitated and built drill roads and pads, ran an AMT survey to identify deep structure and completed 4,561 meters of diamond drilling in 10 holes across the Soviet, Razmik NW and Artsiv prospects. On September 21, 2026, Hayasa announced that it had received notice from Teck of its election to terminate the option, and the 93 km² exploration license was returned to Hayasa.

Joel Sutherland states: “Teck is an incredible partner and it is unfortunate they chose to terminate the option after drilling a small footprint of the property. Nonetheless, we are confident we will find another partner. This won’t be the last you see of Teck and Hayasa working together.”

Those 2025 holes targeted surface molybdenum-copper geochemistry together with AMT conductivity and IP chargeability anomalies, and all of them showed strong to intense porphyry-style alteration with ubiquitous quartz-sulfide veining. The Soviet target has the strongest molybdenum-in-soil anomaly, with advanced argillic alteration at surface over an IP chargeability anomaly at depth; Razmik has the main copper-in-soil anomaly, multiple AMT conductors and porphyry-style veins at surface; and Artsiv shows high-sulfidation epithermal characteristics, including prominent vuggy silica. Advanced argillic alteration is the clay and alunite-rich alteration formed by strongly acidic fluids, and vuggy silica is the porous rock those fluids leave behind.

Drilling to date covers only about 4 km² in the far northwestern corner of the license, while anomalous surface soil geochemistry, particularly for gold, extends a further six kilometers to the east and southeast, and management believes Vardenis has yet to be fully tested. Finding a new partner for the project is one of Hayasa’s 2026 objectives, and Joel Sutherland, Chief Executive Officer, said of that effort: “Hayasa has received numerous inbound expressions of interest on the project.”

Hayasa’s term sheet with a Major Mining Company, referred to as MMC and dated September 17, 2026, sets out a Strategic Exploration Alliance Agreement to advance copper and other critical metals exploration in a strategic area of interest in southern Armenia. It is intended as a framework and is non-binding, except for certain limited provisions expressly stated to be binding, and the proposed Alliance remains subject to the negotiation and execution of definitive agreements. The Alliance aims to identify and develop economically viable mineral deposits, specifically a long-life copper porphyry, in Armenia’s Tethyan Belt.

Under its terms, the Alliance Phase would run two years from execution and would be funded solely by MMC, and US$1 million would have to be spent within the Alliance Area of Interest (AOI), the defined territory inside which the parties agree to explore together, to enable a First Option on a Designated Project. The goal of this phase is to identify one or more project areas with the potential for discovery of a large orebody, meaning mineralization that can be mined at a profit, and such areas may be deemed a Designated Project once the minimum Alliance expenditures are complete.

MMC would hold the sole and exclusive right to exercise the First Option and earn a 51% interest in each Designated Project by incurring or funding aggregate expenditures of US$1 million per Designated Project over two years, with Hayasa as operator during that period. After meeting that first threshold, MMC would hold the sole and exclusive right to a Second Option, taking its interest in the Designated Project from 51% to 70% by incurring or funding a further US$3 million over the three years following exercise of the First Option. In an earn-in structure of this kind, a partner acquires its interest in a project by funding a set amount of exploration spending over a set period.

A joint venture may be formed on a Designated Project once MMC has completed the Second Option expenditures and elected to form one, or once it has completed the First Option expenditures and given notice that it does not intend to complete the Second Option. Participating interests would then follow each party’s interest in the Designated Project, with each funding its pro rata share of approved expenditures, subject to an 18-month funding holiday during which Hayasa may defer funding its share of approved operational budgets and MMC would fund those amounts. As with the option terms, the joint venture provisions and the Alliance itself are subject to definitive documentation.

Hayasa acts as Manager through Phase 1 and Phase 2 and earns a management fee. Because the Alliance is looking for a long-life copper porphyry, Hayasa may end up with one or more properties that are too small for a major, perhaps a gold property or a volcanogenic massive sulfide (VMS) system, a sulfide deposit formed on or near an ancient seafloor.

When the term sheet was announced, Joel Sutherland, Chief Executive Officer, described what each side brings: “This partnership combines Hayasa’s deep local knowledge and geological expertise with MMC’s significant global exploration and mining experience. The definitive agreement is anticipated to be signed before the end of the year.” Dennis Moore, Chairman and President, added, on the work ahead: “The team will be conducting an in-depth evaluation of areas where we believe the geological parameters for large-scale deposits exist, but where we have previously not had the resources or bandwidth to execute the required programs. Planning is already underway for 2027 as we are nearing the end of the 2026 work plan that commenced at the signing of the term sheet.”

Hayasa’s three pending license applications, Amasia, Hovo’s Reward and Mount Stephanie, add antimony-nickel, gold-silver and copper-molybdenum targets to a portfolio built so far on copper and gold. After public consultation with the local villages, each application moves on to environmental and proposed budget reports submitted to the government.

Amasia, near the town of the same name in northern Armenia, is an antimony-nickel prospect with Soviet-era exploration adits, two limited drill programs, one as recent as 2012, and five relatively recent diamond drill holes of approximately 200 meters each. It hosts a listwaenite-type system, in which antimony and other metals sit in hydrothermally altered ultramafic rocks, those rich in iron and magnesium, and rock chip geochemistry outlines a coherent antimony anomaly with assays up to 8,010 ppm, or parts per million, which defines a high-priority exploration target. Two public meetings with the local community were held in spring 2026, the government paperwork followed in May, and Hayasa plans a mix of mapping, surface sampling, geophysics and drilling at Amasia in 2027.

Hovo’s Reward is a robust 2 km by 400 m gold-silver geochemical anomaly with no historic workings, generated by the Hayasa team.

Mount Stephanie is a copper-molybdenum high-sulfidation system with covellite, a copper sulfide mineral, at surface. High-sulfidation refers to mineral systems formed by very acidic, oxidized fluids, and both prospects lie along the main mineralized trend that runs south to north through the south-central part of the country, an area with several operating mines.

Dennis Moore, Chairman and President, said of the three applications: “These are highly promising projects, each with the potential to develop into a flagship property.”

Hayasa funds exploration through a mix of equity financings and project-level arrangements, starting with the January 2025 Urasar royalty sale, which brought in US$1 million in cash along with 250,000 share purchase warrants to each royalty company, and continuing with the proposed Strategic Exploration Alliance, which would add partner-funded exploration in southern Armenia.

In September 2025 Hayasa closed a non-brokered private placement of 11,165,282 units for gross proceeds of C$1,898,098, each unit made up of one common share and one-half of one share purchase warrant, with net proceeds going to exploration at Urasar, evaluation of other mineral property opportunities and general working capital. Current directors and officers subscribed for 738,400 units in that financing, and the TSX Venture Exchange has since consented to extending the expiry of the 5,582,641 attached warrants by one year, to March 23, 2028.

As at August 26, 2026, Hayasa had 72,499,139 common shares outstanding, from an authorized capital of an unlimited number of common shares and an unlimited number of preferred shares, plus 4,080,000 performance share units, 5,800,000 stock options and 5,582,641 warrants, for 87,961,780 shares on a fully diluted basis. Performance share units are awards that convert into shares when set performance conditions are met.

Incorporated in British Columbia on June 6, 2007, Hayasa trades on the TSX Venture Exchange, the OTCQB Venture Market and the Frankfurt Stock Exchange, and it files its continuous disclosure on SEDAR+, the Canadian securities regulators’ filing system.

Dennis Moore, Chairman and President, leads Hayasa’s technical work and is the qualified person under NI 43-101 who reviews and approves its scientific and technical information. A Member of the Australian Institute of Geoscientists (MAIG), he is a geologist, entrepreneur and proven mine-finder with more than 40 years of experience in Latin America, Nevada, Australasia and Armenia, and he discovered, delineated and vended the 2-million-ounce Tocantinzinho gold mine and the Cuiú Cuiú gold deposit.

Joel Sutherland, Chief Executive Officer, holds the CPA, CA and CFA designations and has spent 20 years in capital markets, including 12 years on Wall Street in equity research and institutional sales, where he sold Canadian securities to US institutional investors based in Boston and New York City.

Kristina Mishina, Chief Financial Officer, earned her CPA, CA designation in 2013, brings 12 years in public company audit and has been a Senior Consultant with Malaspina Consultants Inc. since May 2023.

Hovo Karapetyan serves as Country Manager and Head of Exploration for Hayasa in Armenia, where the wholly owned subsidiary Hayasa Resources Corp. administers the company’s activities and holds the license to the Urasar property.

Randall Chatwin, an independent director, is Senior Vice President, Legal and Corporate Communications of B2Gold, and he was formerly Vice President and Assistant General Counsel of Goldcorp, where he was instrumental in the 2019 US$12.5 billion merger with Newmont.

Robert Furse, an independent director, is a co-founder and former Chairman and President of Echelon Wealth Partners Inc., which is now Ventum Financial.

Derek White, an independent director, is the former Chief Executive Officer of Ascot Resources Ltd., the former President and Chief Executive Officer of KGHM International Ltd., and the former Executive Vice President and Chief Financial Officer of Quadra FNX.

Hayasa’s advisors are geologist Luis Arteaga, executive Gordon Tainton and Armen Stepanyan, PhD, Deputy General Director and Sustainability Director of Zangezur Copper Molybdenum Combine (ZCMC), who brings 25 years of environmental, social, health and safety and sustainability experience, including 2007 to 2021 with Lydian International on the Amulsar gold project.