The TSX Venture Exchange has accepted for filing documentation with respect to a transaction between the company, a party who also has an interest in the property, as defined herein (Party A, and the company and Party A collectively as the vendors) and an arm's-length party (the purchaser). The company and Party A each hold a 50-per-cent interest in the area and lands comprising the Golden Hope project.

Pursuant to the terms of the transaction, the vendors assigned all of their rights and interests to the property to a newly incorporated British Columbia corporation (Topco), in exchange for all of the issued and outstanding shares in the capital of Topco, held by each in equal proportions, and, in turn, Topco assigned the property rights to its newly incorporated, wholly owned subsidiary (Projectco).

The purchaser subscribed for 19.9-per-cent ownership interest in Topco for an aggregate subscription amount of $2-million.

Pursuant to an earn-in agreement, the purchaser was granted the option, exercisable by notice, to acquire a 16.35-per-cent voting and participating interest in Projectco (the initial interest) in consideration of (i) the issuance by the purchaser to each of the vendors of shares of its common stock having an aggregate subscription price of $2-million based on the purchaser's 10-day volume weighted average price (VWAP) up to the date of the initial interest exercise notice, and (ii) payment of work expenditures in the aggregate amount of at least $6-million within the 30-month period following the initial earn-in right exercise notice. Upon exercise of the initial earn-in right by the purchaser, the purchaser's combined direct and indirect (through Topco) ownership interest in Projectco will be equal to approximately 33 per cent.

Within 60 days following the funding of the initial earn-in amount, the purchaser shall have the option, exercisable by notice, to acquire an additional 21.65-per-cent (totalling 38 per cent) voting and participating interest in Projectco in consideration of (i) the issuance by the purchaser to each of the vendors of shares of its common stock having an aggregate subscription price of $2-million based on the purchaser's 10-day VWAP up to the date of the first additional earn-in right exercise notice, and (ii) payment of work expenditures in the aggregate amount of at least $3-million within the 12-month period following the first additional earn-in right exercise notice. Upon exercise of the first additional earn-in right by the purchaser, the purchaser's combined direct and indirect (through Topco) ownership interest in Projectco will be equal to approximately 50 per cent.

Within 60 days following the funding of the first additional earn-in amount, the purchaser shall have the option, exercisable by notice, to acquire an additional 24.5 per cent (totalling 62.5 per cent) voting and participating interest in Projectco in consideration of (i) the issuance by the purchaser to each of the vendors of shares of its common stock having an aggregate subscription price of $6-million based on the purchaser's 10-day VWAP up to the date of the second additional earn-in right exercise notice, and (ii) payment of work expenditures in the aggregate amount of at least $3-million within the 12-month period following the second additional earn-in right exercise notice. Upon exercise of the second additional earn-in right by the purchaser, the purchaser's combined direct and indirect (through Topco) ownership interest in Projectco will be equal to approximately 70 per cent.

Projectco shall grant an aggregate 2-per-cent royalty on the net returns of precious metals and the value of lithium received from the property to the vendors, subject to Projectco, the purchaser or any of their successors' right to repurchase 50 per cent of such royalty (1 per cent) in consideration for an aggregate cash payment of $2-million to the vendors.

For further details, please refer to the company's news release dated Oct. 11, 2023.