Global Energy enters LOI to option Monument to Zimtu

Executive Summary

• Global Energy Metals Corp. entered into a non-binding letter agreement with Zimtu Capital Corp. to grant Zimtu a four-year option to acquire Global Energy Metals' entire 50% interest in the Monument Peak silver-copper-gold project in Idaho.
• The transaction provides Global Energy Metals with non-dilutive exposure through cash payments, equity consideration, and exploration expenditures, while retaining a 1.0% Net Smelter Returns (NSR) royalty.
• Zimtu must incur a minimum of $1 million in direct exploration expenditures within 12 months of closing and can earn the full interest through a series of cash payments, share issuances, and drilling milestones.

Key Details

• Transaction Structure: Non-binding letter agreement for a proposed option agreement; subject to definitive documentation and TSX Venture Exchange approval.
• Asset: Monument Peak Project (Idaho, USA): 84 contiguous unpatented lode mining claims totaling ~689.77 hectares; hosts historical copper mines (Jackson and Hungry Hill).
• Royalty: Global Energy Metals retains a 1.0% NSR royalty. 0.5% of this NSR may be repurchased by Zimtu for $1 million (within first 5 years) or $2 million (thereafter).
• Initial Payment (Closing):
  • $50,000 in cash.
  • Issuance of 100,000 common shares of Zimtu (or assignee).
  • Payable within 90 days of TSX Venture Exchange approval.
  • If assigned prior to closing, share consideration adjusted to reflect $100,000 value in assignee shares.
• First Milestone Payment:
  • Triggered by earlier of: First anniversary of closing OR public announcement confirming completion of two drill holes.
  • Payment: $150,000 in cash.
  • Equity: Shares with deemed value of $150,000.
• Second Milestone Payment:
  • Triggered by earlier of: Second anniversary of closing OR public announcement confirming completion of 10 drill holes.
  • Payment: $200,000 in cash.
  • Equity: Shares with deemed value of $250,000.
• Third Milestone Payment:
  • Triggered by earlier of: Fourth anniversary of closing OR public announcement of a new mineral resource estimate.
  • Payment: $250,000 in cash.
  • Equity: Shares with deemed value of $250,000.
• Exploration Commitment: Zimtu must incur minimum $1 million in direct exploration expenditures on the project within 12 months of closing.
• Board Representation: If option is assigned, Global Energy Metals has the right to nominate one board member of the assignee for 16 months from closing (subject to Zimtu consent).
• Share Restrictions: All shares issued are subject to applicable resale restrictions and a voluntary 12-month hold period.
• Historical Sampling Results:
  • Grab samples: 1% to 20.9% copper and 3.4 to 305 g/t silver.
  • 2021 Sampling: 5.61% Cu and 42.8 g/t Ag; 4.63% Cu, 17.40 g/t Au, and 175 g/t Ag.

Notable Quotes

• "This option agreement with Zimtu provides a compelling pathway to unlock the mineral potential at Monument Peak while preserving meaningful upside for Global Energy Metals. The transaction aligns with our disciplined growth strategy -- monetizing non-core assets for cash, equity and exploration investment, while retaining long-term exposure through a 1-per-cent NSR royalty and share ownership. proceeds will strengthen our balance sheet and support the evaluation of new growth opportunities." — Mitchell Smith, President and CEO