NEWS RELEASE

Southern Empire’s Centauro Gold Project Option Transferred to Fortuna Mining

Southern Empire Resources Corp. (Southern Empire; TSX-V: SMP; Frankfurt: 5RE; OTC: SMPEF) announces that, regarding the Centauro Gold Project located in Chihuahua, México, it has entered into agreements (the Assignment Agreements) that will allow Monumental Minerals, S.A. de C.V. (“Monumental”), a subsidiary of Fortuna Mining Corp. (Fortuna; NYSE: FSM; TSX: FVI), to replace Southern Empire as the Optionee of record in an Option Agreement with the original property vendor (see Southern Empire news release of December 12, 2022), thereby permitting Fortuna, through Monumental, the ability to earn a 100% interest in three Centauro Gold Project mineral claims totalling 600 hectares (~1,483 acres).

Pertinent Business Terms of the Centauro Gold Project Option Assignment Agreements

Pursuant to the Assignment Agreements, and in exchange for Fortuna replacing Southern Empire as Optionee, Fortuna may pay to Southern Empire a total of US $975,000 as follows:

  • US $  25,000 (plus VAT) upon the execution of the Assignment Agreements  (the “Execution Date”)
  • US $  25,000 (plus VAT) on the first anniversary of the Execution Date
  • US $  25,000 (plus VAT) on the second anniversary of the Execution Date
  • US $  25,000 (plus VAT) on the third anniversary of the Execution Date
  • US $  25,000 (plus VAT) on the fourth anniversary of the Execution Date
  • US $350,000 (plus VAT) on the fifth anniversary of the Execution Date
  • US $500,000 (plus VAT) upon the filing of a Preliminary Economic Assessment technical report regarding the Centauro Gold Project

Should the Centauro Gold Project attain commercial production, Southern Empire will retain a 1% Net Smelter Return royalty interest with Fortuna having the right to a 0.5% buyback for US $1 million anytime prior to commercial production.

Fortuna, through Monumental, has committed to spend a minimum of $200,000 annually in exploration, following an initial 12-month period to allow for drill permitting and the completion of initial reconnaissance exploration work.

Inclusive in the transaction’s terms, Southern Empire has agreed to issue 400,000 common shares to the original property vendor. Additionally, should Fortuna at any time decide to drop the Option, then Southern Empire will have the ability to re-establish itself as Optionee of the Centauro Gold Project with the right to earn a 100% interest by assuming all remaining payment and other relevant commitments to the underlying owner that Fortuna might have at that particular time.

The transactions contemplated herein are subject to acceptance of the TSX Venture Exchange.

Centauro Gold Project

The Centauro property is in southeast Chihuahua State, approximately 275 kilometres (171 miles) southeast of Chihuahua City. The extensive silica alteration exhibited at Centauro, coupled with an array of positive geochemical, geophysical and historical drill results (see Southern Empire news release of December 12, 2022), point to the strong potential of the property to host a significant epithermal and/or “Carlin-style” precious metal mineral deposit. Geological features exhibited at Centauro closely reflect those observed at Southern Empire’s Pedro Gold Project located near Mapimí, in Durango State.

Qualified Person (QP)

The scientific and technical information contained in this news release has been prepared, reviewed and approved by David Tupper, P.Geo. (British Columbia), Southern Empire’s VP Exploration and a Qualified Person within the context of Canadian Securities Administrators’ National Instrument 43-101; Standards of Disclosure for Mineral Projects (NI 43-101).

About Southern Empire Resources Corp.

Southern Empire is focused on the acquisition, exploration and development of metals and minerals deposits in North America.

In northeastern Durango State, México, Southern Empire has an option to acquire a 100-per-cent beneficial interest in the 1,750-hectare Pedro Gold Project. At Pedro, in the spring of 2022, Southern Empire drilled gold mineralization approximately 800 metres from 2014 drilling by a subsidiary of Newmont Mining Corporation. Gold mineralization, associated with highly anomalous arsenic (orpiment and realgar common), antimony, mercury and thallium, has been identified hosted in permeable basal conglomerates deposited during Oligocene extensional deformation, the latter forming widespread Basin and Range physiography along the easter part of Sierra Madre Occidental. Gold is present in 12 of the 17 holes drilled at Pedro to date. Please see Southern Empire’s news releases posted on SEDAR+ for further details.

In the Cargo Muchacho mountains of Imperial County, California, Southern Empire owns 100 percent of the historical gold-producing American Girl mine property and holds options to acquire a 100 percent interest in the adjacent 2,160-hectare (5,338-acre) Oro Cruz Property located approximately 22.5 kilometres (14 miles) southeast of the operating Mesquite gold mine of Equinox Gold Corp.

At Oro Cruz, extensive historical drilling and large-scale open-pit and underground mining of the American Girl, Padre y Madre, Queen, and Cross oxide gold deposits by the American Girl Mining Joint Venture (“AGMJV”) occurred between 1987 and 1996. During that time, gold was recovered by either heap leaching of lower-grade, or milling of higher-grade ores until AGMJV operations ceased in late 1996 because of declining gold prices leaving the Oro Cruz Property with many gold exploration targets in addition to a historical inferred resource estimate, reported In 2011 by Lincoln Mining Corp., totaling 341,800 ounces gold based on 4,386,000 tonnes averaging 2.2 grams gold per tonne (g Au /t) at a cut-off grade of 0.68 g Au/t (4,835,000 tons at 0.07 ounce gold per ton; please refer to the Cautionary Notice Regarding the Oro Cruz Property Historical Resource Estimate below).

On behalf of the Board of Directors of Southern Empire Resources Corp.,

Dale Wallster, CEO and Director

For further information on Southern Empire please visit: www.smp.gold and SEDAR+ or contact: Lubica Keighery, (778) 889-5476, lubica@smp.gold .

Cautionary Notice on Forward-Looking Information

Information provided in this news release may contain forward-looking information or forward-looking statements that are based on assumptions as of the date of this news release. Such information or statements reflect management’s current estimates, beliefs, intentions, and expectations and are not guarantees of future performance. Southern Empire cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, many of which are beyond its respective control. Such factors include, among other things: risks and uncertainties relating to Southern Empire’s limited operating history, the need to comply with environmental and governmental regulations, results of exploration programs on its projects, and those risks and uncertainties identified in its annual and interim financial statements and management discussion and analysis. Accordingly, actual and future events, conditions, and results may differ materially from the estimates, beliefs, intentions, and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Southern Empire undertakes no obligation to publicly update or revise forward-looking information.

Cautionary Notice Regarding Historical Resource Estimate

The Oro Cruz Project historical resource estimate is disclosed in a technical report dated April 29, 2011, prepared for Lincoln Mining Corp. by Tetra Tech, Inc. and filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”). It is termed an inferred mineral resource, which is a category set out in NI 43-101. It was based on historical reverse circulation and core drill hole sample, underground channel sample, and blasthole sample assay results and calculated using ordinary kriging to estimate gold grades in 10-foot-by-10-foot-by-five-foot blocks. Accordingly, Southern Empire considers this historical estimate reliable as well as relevant as it represents key targets for future exploration work. However, a QP has not done sufficient work to verify or classify the historical estimate as a current mineral resource and Southern Empire is not treating this historical estimate as current mineral resources.

Cautionary Notice Regarding Proposed Exploration Work Programs

The timing and the ability to conduct Southern Empire’s planned or proposed exploration programs are, among other things, contingent on: governmental regulations allowing for the issuance of permits; affects of the COVID-19 pandemic; the availability of exploration personnel, drill contractors, equipment, lodging, etc; and the availability of capital required for exploration programs. Southern Empire will adhere to COVID-19 directives regarding safe working practices putting worker and community health and safety first and will proceed with exploration and development work programs only if potential COVID-19 risks can be effectively managed.

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

 

 

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