Lighthouse Gold Signs Binding LOI to Acquire Strategic Mariwa-Sardine Hill Gold Property in Guyana's Emerging Oko Gold District

Executive Summary

• Lighthouse Gold Corp. has entered into a binding Letter of Intent to acquire a 100% interest in the Mariwa/Sardine Hill - Lower Cuyuni Gold Property, a 3,240-acre land package in Guyana's highly prospective Oko Gold District.
• The transaction consideration includes $250,000 in upfront cash, the issuance of 35,000,000 common shares, and $800,000 in annual payments over four years, subject to a 1.0% NSR royalty that can be repurchased for $4,000,000.
• The acquisition provides Lighthouse with a consolidated district-scale position to apply modern exploration techniques to historical data, with initial plans focusing on technical review, data digitization, and prioritization of follow-up trenching and drilling programs.

Key Details

• Transaction Type: Binding Letter of Intent (LOI) to acquire 100% interest, to be superseded by a Definitive Agreement.
• Target Property: Mariwa/Sardine Hill - Lower Cuyuni Gold Property, located in Cuyuni Mining District No. 4, northwest Guyana.
• Property Composition: Three contiguous Mining Permits Medium Scale (MPMS) totaling approximately 3,240 acres.
• Consideration & Payment Structure:
• $100,000 non-refundable cash deposit payable within 5 business days of LOI execution.
• $150,000 cash payment payable within 5 business days of Definitive Agreement execution.
• Issuance of 35,000,000 common shares of Lighthouse Gold within 5 business days of Definitive Agreement execution.
• Annual cash payments of $200,000 on or before each Definitive Agreement anniversary for four years (totaling $800,000).
• Royalty Terms: 1.0% Net Smelter Return (NSR) royalty in favor of the vendor upon full payment and share issuance. Lighthouse holds the option to repurchase the NSR at any time for $4,000,000.
• Additional Rights: 10-kilometre area of interest provision granting Lighthouse the right to acquire additional mineral rights staked or acquired by the vendor within the surrounding district during the agreement term.
• Historical Exploration Highlights (Unverified):
• Block 1: 113.5 meters at 1.39 g/t Au (inclined hole, true width unknown); auger drilling returned up to 2.99 g/t Au within 6 meters of surface.
• Block 3: Trench result of 17.40 g/t Au over 1 metre within mica-chlorite schist; multiple untested electromagnetic conductors present.
• Block 2: Power auger sampling returned up to 1.95 g/t Au; regional stream sediment sampling returned 0.033 g/t Au (BLEG).
• Historical work spans >30 years by operators including International Roraima Gold Corp (1994–1997), Newmont (2004), and Guyana Frontier Mining Corp (2011).
• Initial Exploration Strategy: Compilation and digitization of historical data, reconstruction of drill/geophysical databases, detailed geological/structural interpretation, evaluation of regional targets, pursuit of additional land acquisitions, and prioritization of follow-up field programs (trenching and drilling).
• Conditions Precedent: Satisfactory due diligence, execution of Definitive Agreement, regulatory approvals, and acceptance by the Canadian Securities Exchange.
• Qualified Person: Gregory Smith, P.Geo., Director of the Company, has reviewed the historical technical reports and data.

Notable Quotes

• “The Mariwa/Sardine Hill - Lower Cuyuni acquisition provides Lighthouse with a strategic foothold in one of Guyana’s emerging gold districts... We believe the Property hosts favourable geological characteristics for gold mineralization and offers exploration upside through the application of modern exploration techniques and the reinterpretation of historical datasets.” – Will Rascan, Interim CEO
• “Management believes the Mariwa/Sardine Hill - Lower Cuyuni Property is well-positioned given its location along a regional mineralized corridor that hosts numerous historical gold occurrences, active mining operations and early and advanced-stage exploration projects. The Company views the acquisition as an opportunity to leverage historical exploration success while applying modern geological interpretation and targeting techniques across a consolidated land position.” – Will Rascan, Interim CEO