Lexston enters MOU for option to acquire Garfield Hills

Executive Summary

• Lexston Mining Corp. has entered a Memorandum of Understanding (MOU) to acquire an option to purchase 128 mineral claims known as the Garfield Hills property in Mineral County, Nevada.
• The transaction involves acquiring the rights from 2730573 Alberta Ltd. and its subsidiary, Imperium Mine Supply Corp.
• The property is contiguous with Guardian Metals Resources PLC’s Garfield property, which has reported high-grade gold, silver, and copper mineralization; Lexston plans to investigate projected extensions of these zones.

Key Details

• Target Asset: 128 mineral claims known as the Garfield Hills property, located in Mineral County, Nevada.
• Counterparties: 2730573 Alberta Ltd. (Alberta corporation) and Imperium Mine Supply Corp. (Nevada subsidiary of 2730573 Alberta).
• Current Status: MOU signed; parties agreed to work toward a definitive assignment agreement.
• Due Diligence Deadline: November 30, 2025.
• Initial Consideration for Assignment:
  • Cash payment: $45,000.
  • Share issuance: 1.6 million shares to 2730573 Alberta.
  • Lexston assumes rights/obligations under the existing term sheet and option agreement.
• Earn-In Structure (to acquire 100% interest):
  • Total consideration required: $220,000 (comprising $130,000 in cash and shares valued at $90,000).
  • Payment 1 (Within 6 months of Aug 31, 2025): $10,000 cash + $15,000 in shares.
  • Payment 2 (Within 12 months of Aug 31, 2025): $25,000 cash + $20,000 in shares.
  • Payment 3 (Within 24 months of Aug 31, 2025): $40,000 cash + $25,000 in shares.
  • Payment 4 (Within 36 months of Aug 31, 2025): $55,000 cash + $30,000 in shares.
• Royalty Terms:
  • Optionors retain a right to receive 1.5% Net Smelter Returns (NSR) on all mineral products from the claims.
  • Lexston has the right to repurchase 1.0% of the 1.5% NSR for a one-time payment of $150,000.
• Regulatory Approval: The assignment agreement is subject to acceptance by the Canadian Securities Exchange.
• Strategic Context: The northern and eastern flank of the Garfield property is contiguous with Guardian Metals Resources PLC’s Garfield property, which reported high-grade gold, silver, and copper mineralization on Nov. 3, 2025.

Notable Quotes

• "The northern and eastern flank of the Garfield property subject to the MOU is contiguous with the Garfield property owned by Guardian Metals Resources PLC. Guardian has reported (news release dated Nov. 3, 2025) high-grade gold, silver and copper mineralization on its Garfield property. Subject to entering into a binding option assignment agreement, the company plans on investigating the projected extensions of all the zones reported by Guardian," stated Jag Bal, chief executive officer of the company.