GFG Resources receives $1M payment from Roxmore

Executive Summary

• GFG Resources Inc. has received the final cash payment of $1 million from Roxmore Resources Inc. for the sale of its Rattlesnake Hills gold project.
• The total aggregate consideration received by GFG is approximately $3.3 million, comprising cash payments and the issuance of common shares.
• Roxmore Resources Inc. has acquired a 100% interest in the project, assuming all environmental liabilities and replacing GFG's reclamation bond.

Key Details

• Final Payment: GFG received a final cash payment of $1,000,000 on December 12, 2025.
• Total Cash Consideration: The total cash paid by Roxmore to GFG is $2,700,000, structured as follows:
  • $250,000 upon signing of the binding letter of intent.
  • $250,000 upon execution and delivery of the definitive agreement.
  • $1,200,000 on closing of the transaction.
  • $1,000,000 on December 12, 2025.
• Equity Consideration: Roxmore issued 3,061,224 common shares to GFG, with a deemed value of $581,633.
• Total Aggregate Payment: Approximately $3.3 million (Cash + Equity).
• Liabilities and Bonds: Roxmore assumed all environmental liability for the project and replaced GFG's $219,000 (U.S.) reclamation bond.
• Contingent Royalty/Earn-out: If a National Instrument 43-101 resource estimate reveals a mineral resource greater than 3 million ounces of gold (measured, indicated, or inferred), Roxmore will pay GFG an additional $1 per total mineral resource ounce in cash or common shares, at Roxmore's election.
• Counterparty: Roxmore Resources Inc. (previously Patriot Gold Vault Ltd.), a wholly owned subsidiary of Axcap Ventures Inc.

Notable Quotes

• None provided in the text.