Memorandum of Understanding Regarding Option to Acquire Garfield Hills Property in Nevada

Executive Summary

• Lexston Mining entered a Memorandum of Understanding (“MOU”) to acquire an option on 128 mineral claims in Nevada’s Garfield Hills Property.
• Initial consideration includes a $45,000 cash payment and issuance of 1,600,000 shares; total potential consideration to earn 100% interest is $220,000 (cash) plus $90,000 worth of shares, payable in four tranches over 36 months.
• The optionors will receive a 1.5% net smelter return on all mineral production, with Lexston retaining the right to repurchase 1.0% of that royalty for a one‑time $150,000 payment.

Key Details

• Parties Involved: Lexston Mining Corp.; 2730573 Alberta Ltd.; Imperium Mine Supply Corp. (subsidiary of 2730573).
• Property: Garfield Hills Property, Mineral County, Nevada, USA – contiguous with Guardian Metals’ high‑grade gold, silver and copper zones.
• MOU Timeline: Due‑diligence to be completed by Nov 30 2025; definitive Assignment Agreement to follow pending CSE approval.
• Initial Consideration (upon Assignment Agreement):
• Cash: $45,000
• Shares: 1,600,000 common shares issued to 2730573 Alberta Ltd.
• Total Consideration to Earn 100% Interest: $220,000 cash + $90,000 in shares (distributed as follows):
  1. Within 6 months of Aug 31 2025 – $10,000 cash, $15,000 in shares
  2. Within 12 months – $25,000 cash, $20,000 in shares
  3. Within 24 months – $40,000 cash, $25,000 in shares
  4. Within 36 months – $55,000 cash, $30,000 in shares
• Royalty Structure:
• Optionors receive 1.5% net smelter returns on all mineral products from the Garfield Property.
• Lexston may repurchase 1.0% of that royalty for a one‑time payment of $150,000.
• Regulatory Condition: Assignment Agreement subject to acceptance by the Canadian Securities Exchange (CSE).

Notable Quotes

“The northern and eastern flank of the Garfield Property … is contiguous with the Garfield Property owned by Guardian Metals… Subject to entering into a binding option assignment agreement, the Company plans on investigating the projected extensions of all the zones reported by Guardian,” – Jag Bal, CEO, Lexston Mining Corporation.