Lexston enters definitive deal for Garfield option

Executive Summary

• Lexston Mining Corp. has entered into a definitive assignment agreement to acquire an option to acquire 128 mineral claims known as the Garfield Hills property in Mineral County, Nevada.
• The transaction involves an initial payment and share issuance to the assignor, followed by an earn-out structure to secure 100% interest in the property over 36 months.
• The property is located in the Walker Lane area, adjacent to Guardian Metals' high-grade copper, gold, and silver discoveries.

Key Details

• Asset Acquired: Option to acquire 128 mineral claims known as the Garfield Hills property, located in Mineral County, Nevada, United States.
• Counterparties:
  • Assignor: 2730573 Alberta Ltd. (Alberta corporation).
  • Original Optionors: Imperium Mine Supply Corp. (Nevada subsidiary of 2730573 Alberta) and three individual optionors.
• Initial Consideration (Assignment):
  • Cash: $45,000.
  • Shares: 1.6 million shares issued to 2730573 Alberta Ltd.
• Earn-Out Structure (To acquire 100% interest):
  • Total Consideration: $220,000 (comprising $130,000 in cash and shares valued at $90,000) payable to the three individual optionors.
  • Payment Schedule (from Aug. 31, 2025):
    • Within 6 months: $10,000 cash + $15,000 in shares.
    • Within 12 months: $25,000 cash + $20,000 in shares.
    • Within 24 months: $40,000 cash + $25,000 in shares.
    • Within 36 months: $55,000 cash + $30,000 in shares.
• Royalty Terms:
  • Optionors retain a right to receive 1.5% of net smelter returns (NSR) on all mineral products from the Garfield property.
  • Lexston has the right to repurchase 1.0% of the 1.5% NSR for a one-time payment of $150,000.
• Strategic Context: The property is located in the Walker Lane, an active exploration area bordering Guardian Metals' claims, which have discovered high-grade mineralization of copper, gold, and silver.
• Regulatory Status: The assignment agreement is subject to acceptance by the Canadian Securities Exchange.

Notable Quotes

• "Completing this definitive assignment agreement allows Lexston to begin our plan to develop and explore an active area of Walker Lane in Nevada. This area is of particular interest as it includes Guardian Metals, who have discovered high-grade mineralization of copper, gold and silver at the northern border of our claims. We are eager to commence our exploration plans in the near future." — Jag Bal, Chief Executive Officer