Under the terms of the Option Agreement, the Company may earn a 100% interest in the Property, free and clear of all encumbrances other than a retained royalty, by paying Fahey US$50,000 in cash and issuing C$450,000 worth of common shares of the Company (“Consideration Shares”), to be satisfied as follows: US$25,000 in cash within three (3) business days of the effective date of the Option Agreement; US$25,000 in cash on or before June 30, 2026; C$50,000 in Consideration Shares on or before December 31, 2026; C$75,000 in Consideration Shares on or before December 31, 2027; C$75,000 in Consideration Shares on or before December 31, 2028; C$125,000 in Consideration Shares on or before December 31, 2029; and C$125,000 in Consideration Shares on or before December 31, 2030.
In addition, the Company must incur an aggregate of at least C$1,500,000 in exploration expenditures on the Property, consisting of a minimum of C$200,000 on or before December 31, 2027 and a further C$1,300,000 on or before December 31, 2030, with any excess expenditures from earlier periods credited toward later commitments.
The Company may extend the deadline for the final share payment due December 31, 2030, as well as the exploration expenditure deadline of December 31, 2030, by one (1) year through the issuance of C$50,000 worth of Consideration Shares. The Company may also accelerate any cash payments, share issuances, or exploration expenditures at its sole discretion without penalty.
All Consideration Shares issued under the Option Agreement will be priced at the volume-weighted average trading price of the Company’s shares on the Canadian Securities Exchange (the “CSE”) for the twenty (20) trading days prior to issuance, subject to the CSE’s minimum pricing requirements. If the deemed price is less than C$0.05 or otherwise not permitted under CSE policies and results in the aggregate value of the Consideration Shares issued being less than the stated dollar amount of the applicable installment, the Company will pay the shortfall to Fahey in cash (converted to equivalent value in US$) within sixty (60) days of the applicable issuance date. The Company will also have the option to make any payments in cash (converted to equivalent value in US$) in lieu of issuing Consideration Shares.
Upon exercise of the Option, the Company will grant Fahey a 2.0% net smelter returns royalty (the “Royalty”) on the Property, which may be reduced by 0.5% (to 1.5%) upon payment of US$1,000,000 to Fahey.
Following exercise of the Option, upon the commencement of commercial production at the Property, the Company will also make a milestone payment of US$1,500,000 to Fahey, payable in cash, shares, or any combination thereof, at the Company’s discretion, within thirty (30) days of achieving commercial production.