GGL Resources signs earn-in agreement on Gold Point

Executive Summary

• GGL Resources Corp. has entered into an earn-in agreement with Nelson Resources Ltd. (NES), allowing NES to acquire up to a 90% interest in GGL’s high-grade Gold Point gold-silver project in Nevada.
• The transaction involves an initial 25% acquisition by NES through cash, share issuance, and an NSR royalty, followed by three stages of earn-in expenditures totaling $3 million USD and additional share/cash payments to reach 90% ownership.
• GGL retains performance rights tied to JORC resource estimates and production commencement, while also regaining 100% ownership of the adjacent Le Champ porphyry project following Teck American Inc.'s termination of its option.

Key Details

• Initial Acquisition Terms (25% Interest):
  • Cash payment of ~$190,000 USD (includes reimbursement for 2025 exploration expenditures).
  • Issuance of NES shares equivalent to $325,000 AUD, valued at the 20-day VWAP prior to announcement; shares subject to 12-month voluntary escrow.
  • 2% Net Smelter Return (NSR) royalty on all minerals extracted.
  • NES has the right to buy back 50% of the NSR for up to $1 million USD.
• Earn-In Structure (Up to 90% Interest):
  • NES must complete aggregate earn-in expenditures of $3 million USD over 36 months.
  • Stage 1 (45% Total Interest): Within 12 months of acquisition. Requires $250,000 USD exploration expenditures, $75,000 USD cash payment, and NES shares valued at $162,500 AUD.
  • Stage 2 (65% Total Interest): Within 24 months. Requires $750,000 USD exploration expenditures, $100,000 USD cash payment, and NES shares valued at $162,500 AUD.
  • Stage 3 (90% Total Interest): Within 36 months. Requires $2 million USD exploration expenditures, $500,000 USD cash payment, and NES shares valued at $350,000 AUD.
  • Share calculation for earn-ins uses the higher of the 20-day VWAP at the time of earning or the initial deemed issue price.
  • If any stage is not completed, GGL can repurchase NES's interest for $1 USD.
  • Upon 90% interest, the project operates as a joint venture with prorated cost contributions.
• Performance Rights for GGL:
  • Tranche 1: If NES announces a JORC 2012-compliant mineral resource of ≥1 million ounces Au at ≥1.5 g/t (cut-off ≥0.5 g/t), GGL receives 420,833,333 performance rights or $1.25 million USD cash.
  • Tranche 2: If NES announces commencement of production, GGL receives 673,333,333 performance rights or $2 million USD cash.
  • Rights convert to shares (1:1) or cash at NES's election.
• Le Champ Project Update:
  • Teck American Inc. terminated its option agreement on the adjacent Le Champ copper-molybdenum-gold porphyry.
  • GGL has regained unencumbered 100% ownership of Le Champ and will analyze Teck's technical data for strategic alternatives.
• Project Geology & History:
  • Gold Point covers ~7,400 acres in the Walker Lane district, Nevada.
  • Includes five significant former mines (Orleans, Great Western, Lime Point, Cook, Grand Central) and at least 17 known smaller workings.
  • Historical production of high-grade gold and silver (1882–1962).
  • High-grade underground intercepts at Orleans mine include: 61.8 g/t Au over 1.38m, 27.7 g/t Au over 1.68m, and 21.4 g/t Au over 1.22m.
  • Workings extend to 750 feet vertical depth; samples analyzed by ALS Minerals.

Notable Quotes

• None explicitly quoted in the text, though the release details the strategic intent of NES to "kick off an aggressive exploration program, including underground lidar... IP geophysics... and priority drilling."