Pure Energy Minerals Enters into LOI to Acquire Railroad Valley Lithium Brine Property in Nevada

Pure Energy Minerals Limited has entered into a non-binding letter of intent to acquire a 100% interest in Ameriwest Critical Metals Inc.'s Railroad Valley Property, a lithium brine target located in Nye County, Nevada. The transaction consideration consists of 8,000,000 common shares of Pure Energy and a 2.0% Net Smelter Returns (NSR) royalty, which includes a 1-mile perimeter area of influence. The deemed price per share is equal to the lowest price permitted under TSX Venture Exchange policies.

The parties aim to execute a definitive agreement within 30 days, with regulatory approvals anticipated within 90 days. This acquisition follows management's prior disclosure in the Q3-2026 MD&A that the company was evaluating an acquisition of up to 85% interest in the Railroad Valley property under an LOI extended to September 30, 2026.

Pure Energy Minerals Limited (PE) has entered into a letter of intent (LOI) to expand into Nevada’s premier lithium basins, a move that aligns with the company’s stated focus on critical minerals. The transaction involves the issuance of 8,000,000 shares against approximately 33.97 million outstanding shares, representing a dilution of roughly 23.5% at a deemed price near the current trading range.

The earn-in structure requires $1.95 million in cash and USD $3.5 million in project expenditures over six years. The deal grants a 2.0% net smelter return (NSR) royalty to Ameriwest, which reduces future upside from the property but provides a mechanism to bring Ameriwest on as a significant shareholder.

Given the company's reported cash balance of $308,526 and a going-concern flag, this acquisition necessitates an imminent follow-on capital raise. Because the acquisition was explicitly flagged in the latest MD&A as under evaluation, the market likely priced in the possibility. The news is incremental and expected.

Pure Energy Minerals Ltd. is a TSX Venture-listed exploration company focused on lithium brine and critical mineral projects in Nevada. Its flagship assets include the Clayton Valley lithium brine project, which is subject to an earn-in agreement with Schlumberger Technology Corporation that retains a 3% NSR royalty, as well as the newly targeted Railroad Valley lithium brine property. The company is transitioning from direct project development to a royalty-focused model while pursuing new acquisitions to expand its Nevada footprint.