Sky Gold assigns Star Lake option to Gold X2

Executive Summary

• Sky Gold Corp. has entered into a definitive agreement to assign its interest in the Star Lake option agreement to Gold X2 Mining Inc. in exchange for Gold X2 earning stages that could result in Gold X2 acquiring up to 100% of Sky Gold's interest in the Star Lake claims.
• The transaction allows Sky Gold to divest the Star Lake project and focus its resources on its Evening Star project in Nevada.
• Gold X2 must satisfy specific cash, share issuance, and exploration spend obligations to earn 50%, 75%, and 100% of the interest, subject to TSX Venture Exchange approval.

Key Details

• Transaction Structure: Gold X2 acquires Sky Gold's interest in an option agreement for the Star Lake claims (located ~60km west of Thunder Bay, Ontario) in stages.
• Stage 1 (50% Interest):
  • Gold X2 provides $395,200 in assessment credits (provided as of release date).
  • Gold X2 issues Sky Gold shares valued at $75,000.
  • Gold X2 pays local prospector $200,000 (cash or shares) and issues prospector shares valued at $25,000.
  • Sky Gold must complete $1-million exploration spend obligation by March 14, 2028.
  • Deadline for Stage 1 obligations: March 14, 2026.
• Stage 2 (75% Interest):
  • Gold X2 incurs $250,000 additional exploration spend.
  • Gold X2 issues Sky Gold shares valued at $100,000.
  • Gold X2 issues local prospector shares valued at $50,000.
  • No time limit for these obligations.
• Stage 3 (100% Interest):
  • Gold X2 incurs $250,000 additional exploration spend.
  • Gold X2 issues Sky Gold shares valued at $125,000 and pays Sky Gold $250,000 in cash.
  • Gold X2 issues local prospector shares valued at $50,000.
  • No time limit for these obligations.
• Final Acquisition Terms: Upon acquiring 100% interest, Gold X2 may exercise the option to acquire the Star Lake property by issuing the local prospector Gold X2 shares equivalent in value to 125,000 Sky Gold shares.
• Royalties:
  • Local prospector retains a 2% Net Smelter Return (NSR) royalty.
  • Gold X2 retains Sky Gold's right to purchase the NSR royalty from the prospector for $3 million.
  • Gold X2 must make minimum/advance royalty payments of $20,000 yearly to the prospector from 2030 to 2033.
• Sky Gold Obligations to Local Prospector:
  • Issue 250,000 Sky Gold common shares by March 14, 2026.
  • Issue Sky Gold shares valued at $25,000 by March 14, 2027.
  • Issue Sky Gold shares valued at $50,000 upon Gold X2 acquiring 75% interest.
  • Issue Sky Gold shares valued at $50,000 upon Gold X2 acquiring 100% interest.
• Regulatory & Legal:
  • Agreement subject to TSX Venture Exchange approval.
  • All shares issued subject to a 4-month and 1-day hold period.
  • No finders' fees or commissions payable.
  • No non-arm's-length parties involved.

Notable Quotes

• "By bringing in Gold X2 to our Star Lake option, we are now able to focus our efforts in Nevada on the Evening Star project. Gold X2 is very focused in the area and will be in a much better position to properly advance the Star Lake project," commented Mike England, Sky Gold chief executive officer.