Ashley Gold Corp. Enters into Option Exclusivity Agreement for the Sale of the Icefield Portfolio for Minimum Consideration of $1.475 Million in Cash and Equity

Executive Summary

• Ashley Gold Corp. announced a strategic option agreement regarding its Icefield Property portfolio in British Columbia, outlining a structured path to monetize the asset through a new listed entity.
• The transaction includes a $25,000 CAD exclusivity period, with potential cash and equity considerations totaling $1.45 million CAD upon exercise and exchange listing.
• The deal is projected to generate a ~170% return on the property's original $510,000 acquisition cost, while Ashley retains a 2% Net Smelter Royalty.

Key Details

• Exclusivity Period: 30-day option exclusivity for $25,000 CAD, extendable by 3 months for an additional $25,000 CAD.
• Exercise Consideration: $50,000 CAD cash payable upon exercise notice.
• Equity Consideration: $1,300,000 CAD in equity of the NewCo to be received within 12 months of exercise.
• Listing Consideration: $100,000 CAD cash payable upon listing or re-admission of the NewCo to a stock exchange.
• Royalty Retention: Existing 2% Net Smelter Royalty (NSR) survives the transaction and remains in full force against the property.
• Work Requirements: The Optioner assumes all costs related to management and work requirements on the claims from the signing of the option.
• Acquisition Cost Basis: Icefield portfolio originally acquired in March 2025 for 6,000,000 common shares; final 2,000,000 shares issued in March 2026 upon drill permit receipt. Net acquisition cost: $510,000 CAD in equity plus $33,768 CAD in work completed.
• Expected Return: ~170% return on book value of equity upon completion of the disposition.
• Transaction Structure: No Ashley Gold Corp. shares will be issued, and no finder fees are payable. Completion is subject to regulatory approvals.

Notable Quotes

• President Noah Komavli: “I am happy to deliver this update, re-aligning Ashley’s focus back to the Eagle-Wabigoon belt, while maintaining significant equity ownership in a new company. The terms are simple and outlined above for full transparency. The transaction is quite lucrative to Ashley, allowing significant ownership of a new company or listed entity, as well as padding the assets side of our balance sheet. Overall, when completed, the transaction could result in a ~170% return based on our acquisition costs.“