GFG Resources receives $1M payment from Roxmore

Executive Summary

• GFG Resources Inc. received the final $1 million cash payment, completing the $3.3 million sale of its Rattlesnake Hills gold project to Roxmore Resources Inc.
• The transaction also included issuance of 3,061,224 Roxmore common shares valued at ~$581,633 and assumption of environmental liabilities by Roxmore.
• A contingent earn‑out provision may provide GFG an additional $1 per ounce for any future NI 43‑101 resource estimate exceeding three million ounces of gold.

Key Details

• Final cash receipt: $1 million received on Dec. 12 2025, bringing total cash paid to $2.7 million.
• Total transaction value: Approximately $3.3 million (cash + share consideration).
• Cash payment schedule:
• $250,000 upon signing the binding LOI.
• $250,000 upon execution/delivery of definitive agreement.
• $1.2 million at closing of the transaction.
• $1 million on Dec. 12 2025 (final payment).
• Share consideration: Roxmore issued 3,061,224 common shares to GFG, deemed value $581,633.
• Environmental liability assumption: Roxmore assumed all project environmental liabilities and replaced GFG’s $219,000 reclamation bond.
• Contingent earn‑out clause: If a NI 43‑101 resource estimate shows >3 million ounces of gold (measured & indicated or inferred), Roxmore will pay GFG $1 per ounce in cash or additional Roxmore shares, at Roxmore’s election.

Notable Quotes

• No executive quotes were included in the release.