The TSX Venture Exchange has accepted for filing documentation pertaining to a share purchase agreement dated Nov. 13, 2025, between the company and arm's-length parties, whereby the company acquired all issued and outstanding shares of RDL Mining Corp., which indirectly owns the option agreement to acquire the Indiana gold-copper project, located in Chile, from Mineria Activa SpA (Activa).
Under the terms of the agreement, the company has agreed to acquire the target by issuing up to 132,400,635 common shares. Additionally, under the terms of the option, the company will be required to make payments totalling $15-million (U.S.) to Activa over a period of five years, with the first payment consisting of $50,000 (U.S.) paid by the target from the proceeds of a copper stream agreement with 1555070 B.C. Ltd. (155) and $450,000 (U.S.) paid by Ocean Partners U.K. Limited Ltd. an advance to the company and paid to Activa in the fourth quarter of 2025. The remaining payments consist of $1-million (U.S.) in years 1 and 2, $2-million (U.S.) in years 3 and 4, and a final payment of $8.5-million (U.S.) in year 5. The company, through the target, will be committed to spend a minimum of $1-million (U.S.) per year during the option period on exploration and development activities within the Indiana project. In addition, the company will have to: (i) excavate a minimum of 500 linear metres of exploration drifts; (ii) complete a minimum of 2,500 metres of exploration drilling; or (iii) a combination thereof using an equivalence ratio of one metre of drifts for every five metres of drilling.
Until the option is exercised, the company will be leasing the Indiana project in exchange for the monthly payment is equivalent to 10 per cent of the net sales of minerals from the mining concessions. If the Indiana project is not in production, the monthly payment based on net sales will not be paid, and the minimum payment will be paid as follows: (i) on an annual basis, the minimum payment required is 25 per cent of the option payment due for that year and the maximum payment required is 50 per cent of the option payment due for that year; and (ii) if the Indiana project is not in production, minimum payments will still be payable on an annual basis. As soon as the option payments are paid in full, the company will no longer need to make any lease payments.
Additionally, the company will grant a 2-per-cent net smelter return (NSR) royalty payable in respect of the Indiana project to the vendors and will be responsible for an existing NSR of 2.5 per cent payable to an underlying property owner, which covers approximately 40 per cent of the present concessions comprising the Indiana project and which will be payable by the target, including after exercise of the option.
For further details, please refer to the company's news releases dated Nov. 13, 2025, Nov. 21, 2025, Dec. 19, 2025, and Dec. 31, 2025
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