Lighthouse Gold firms up option to acquire Aurora NW

Executive Summary

• Lighthouse Gold Inc. has entered into a definitive option agreement to acquire a 100% interest in the Aurora NW project, located in Guyana, which includes associated mineral rights, permits, and claims.
• The acquisition consideration consists of cash payments totaling $100,000 USD, the issuance of 2 million common shares, and a Net Smelter Royalty (NSR) that can be repurchased for $500,000 USD.
• The transaction is subject to customary conditions, including regulatory approvals and acceptance by the Canadian Securities Exchange, with no changes to the company's board or management.

Key Details

• Target Asset: Aurora NW project, located in Guyana, comprising associated mineral rights, permits, and claims.
• Cash Consideration: Total of $100,000 USD, structured as:
  • $10,000 USD paid upon signing the letter of intent.
  • Remaining $40,000 USD payable upon signing the definitive agreement.
  • Additional $50,000 USD payable within seven days of closing the previously announced financing.
• Equity Consideration: 2,000,000 common shares in the capital of Lighthouse Gold Inc., payable on the effective date.
• Net Smelter Royalty (NSR): Granted to the vendor based on annual production levels as defined under the Guyanese Mining Act:
  • 1.5% NSR on annual production conducted on a large-scale basis.
  • 5.0% NSR on annual production conducted on a medium-scale basis.
  • 5.0% NSR on annual production conducted on a small-scale basis.
• NSR Repurchase Option: The company may repurchase the NSR for $500,000 USD (calculated as $125,000 USD per permit for a total of four permits).
• Conditions Precedent: Receipt of all necessary corporate and regulatory approvals, including acceptance by the Canadian Securities Exchange.
• Hold Period: All securities issued are subject to a hold period expiring on the later of four months from the date of issuance and 10 days following the filing of the company's Q2 financial statements reflecting the acquisition.
• Corporate Changes: No changes to the company's board or management; no finders' fees will be paid.
• Related Information: Refer to the company's news release dated Dec. 9, 2025, for additional information on the property.

Notable Quotes

• None provided in the text.