Ashley Gold buys Tak patents in all-stock deal

Executive Summary

• Ashley Gold Corp. is acquiring 100% ownership of the Tak patents in an all-stock, related-party transaction, expanding its footprint adjacent to NexGold’s Goliath Gold Complex in Ontario’s Dryden gold belt.
• The acquisition adds a 1.5-kilometre mineralized corridor hosting historic high-grade gold values and a large felsic intrusive body, with plans for a 2026 winter drilling program to delineate the deposit.
• The transaction involves issuing 3.5 million shares, is exempt from formal valuation and minority shareholder approval under MI 61-101, and remains subject to Canadian Securities Exchange (CSE) approval.

Key Details

• Acquisition Structure & Consideration: 100% ownership of the Tak patents acquired via all-stock transaction from 1000903966 Ontario Inc. (controlled by President Noah Komavli). Compensation consists of 3.5 million common shares issued at the closing price on Dec. 23, 2025, covering the vendor’s $190,000 acquisition cost plus taxes, fees, and legal/accounting expenses.
• Transaction Status & Regulatory: Unanimously approved by independent directors (Komavli abstained); structured as a related-party transaction under MI 61-101 with exemptions from formal valuation and minority shareholder approval (consideration <25% of market cap). Subject to CSE approval; NI 62-103 filing to follow.
• Post-Completion Share Count: 73,789,873 issued and outstanding securities. Komavli will hold 9,444,000 shares (12.8% of the float) via direct ownership and control of 1000903966 Ontario.
• Property Geology & Scale: Tak patents are contiguous to the Burnthut property and host a 1.5-km mineralized corridor. The system features a large quartz-feldspar porphyry (QFP) body (≥500 m wide × 1,400 m long) with stockwork quartz-carbonate veins, silicification, hematite/potassic alteration, sericitization, pyrite, and chalcopyrite.
• Historic Drilling Highlights:
• 1999 Triex Resources: Hole Tak-99-10 returned 2.082 g/t Au over 31.83 m (3.57–35.40 m), including 11.778 g/t Au over 2.88 m and 7.632 g/t Au over 1.10 m.
• 2002 Southern Rio: Drilled 8 holes outlining gold values over a 350 m strike length down to 100 m depth.
• Royalty: Royal Gold Inc. holds a 5% royalty, including a 2.5% buyback option exercisable at any time for $1 million.
• Future Exploration & Operations: Planning a 2026 winter drilling program (target selection, pad planning) to delineate the deposit and prove up open pit/underground tonnage potential. Mobile core cutting and logging setup planned for the Sioux Lookout area. Alto-Gardnar permit pending (20 km east of Goliath); recent drilling completed on the Howie property.

Notable Quotes

• Darcy Christian, CEO: "Ashley has decided to proceed with the acquisition. The Tak patents will become a cornerstone of our portfolio in the highly coveted Dryden gold belt. Our preliminary review of historic data has highlighted high-grade gold intervals within a lower-grade envelope, suggesting a bulk tonnage setting in a large felsic intrusive body that has potential for open pit and underground tonnage, to be proved up through near-term drilling."
• Noah Komavli, President: "The team's geological review has been completed, and the Tak patents further distinguish the quality of the portfolio Ashley is assembling. A key defining feature being the focus on grade and scale. The Tak system is open in all directions and the overall unit is thought to be at least 500 m wide by 1,400 m long. Our focus will be to confirm the past grades received and work toward expansion within the patents as soon as possible."