Nord Precious to acquire four mining leases at Gowganda

Executive Summary

• Nord Precious Metals Inc. has entered into a definitive asset purchase agreement to acquire four mining leases in the Gowganda silver camp of Ontario from Battery Mineral Resources Corp. (BMR), consolidating its position in a historic silver-cobalt district.
• The acquisition targets historical tailings containing approximately 2.96 million contained ounces of silver (indicated category) to support near-term production potential and feed Nord’s integrated processing facility.
• Total consideration for the transaction is valued at up to $6 million, comprising cash, shares, a net smelter return royalty, and deferred payments, subject to TSX-V approval.

Key Details

• Transaction Structure: Asset purchase agreement for four mining leases (LEA-109391 to LEA109394) on an "as-is, where-is" basis.
• Consideration:
  • Cash: $1,000,000 paid on the closing date.
  • Shares: $1,250,000 in Nord common shares issued on the closing date (deemed price: $0.284 per share).
  • Royalty: 3.0% Net Smelter Return (NSR) royalty on the Gowganda silver tailings project.
  • Deferred Cash: $1,250,000 payable on each of the first, second, and third anniversaries of closing (Total: $3,750,000).
  • Deferred Equity Option: Nord may elect to satisfy up to 50% of each deferred cash payment with common shares at a deemed price equal to the greater of the 25-day VWAP or the TSX-V minimum price. Shares are subject to a 4-month and 1-day statutory hold.
• Target Asset Details (Gowganda Silver Tailings):
  • Location: Gowganda silver camp, Ontario; adjacent/contiguous to Nord’s existing leases.
  • Historical Resource Estimate (2011):
    • Category: Indicated.
    • Tonnes: ~1.94 million tonnes.
    • Grade: 47.5 g/t Silver (Ag).
    • Contained Silver: ~2.96 million ounces.
    • Cut-off Grade: 10.0 g/t Ag.
  • Technical Basis: Based on 764 auger and sonic drill holes (3,012 meters total). Assumed 100% metallurgical recovery. Classified as historical; not treated as a current resource by Nord.
• Strategic Context:
  • Aims to provide feed for Nord’s integrated operation (Castle, Beaver, and now Gowganda) to produce refined metal in Ontario.
  • Leverages Ontario’s "One Project, One Process" permitting framework and $500-million critical minerals processing fund.
  • Utilizes TTL Laboratories, the only permitted high-grade milling facility in the historic Cobalt camp.
• Conditions: Closing is subject to conditional approval of the TSX Venture Exchange and other standard closing conditions. No finders' fees are payable.

Notable Quotes

• Frank J. Basa, PEng, President and CEO: "The Gowganda camp is an area of significant historical silver production and has documented tailings containing nearly three million ounces of silver*. Previous operators processed this material once with technology we've long since surpassed."
• Frank J. Basa, PEng, President and CEO: "The province has created the conditions for a different model. Ontario Minister of Energy and Mines, Stephen Lecce, talks about ending 'ripping and shipping;' we have the facility to do exactly that -- Castle, Beaver and now Gowganda: three feed sources for an integrated operation producing refined metal in Ontario. This acquisition ensures we have the feed to meet that moment."