Mr. Adrian Smith reports

GOLD TREE ANNOUNCES LETTER OF INTENT

Gold Tree Resources Ltd. has signed a binding letter of intent dated June 23, 2022, with 1314836 B.C. Ltd. (BCCo) in respect of a proposed transaction, whereby the company would acquire all of the issued and outstanding securities of BCCo by way of a share exchange agreement. BCCo's principal asset and undertaking are its wholly owned subsidiary Lithium Valley Holdings Corp., which owns the McDermitt lithium property located in Nevada, United States. The property comprises 315 lode claims located in Humboldt county, Nevada, United States. The project is underlain by intracaldera tuffaceous sediments of the McDermitt caldera commonly referred to as moat sediments, which are known to host elevated lithium values. The equivalent sedimentary unit is host to the McDermitt deposit owned by Jindalee Resources Ltd. and the Thacker Pass deposit owned by Lithium Americas Corp.

The company sees the potential for the property to host large-scale, long-life sources of lithium, occurring near surface and falling within the lower end of the global cost curve. Additionally, the project is located in a mining-friendly jurisdiction with significant domestic lithium demand currently satisfied by imported material. The company also recognizes the opportunity to rapidly advance the project through the exploration stage to create significant value for the company.

The proposed transaction

Pursuant to the proposed transaction, the company will issue common shares in its capital to the holders of common shares in the capital of BCCo at a deemed price per consideration share issued with the maximum discount to market that is allowed pursuant to the policies of the Canadian Securities Exchange, representing aggregate consideration to be determined and mutually agreed upon by the parties with reference to a pending assessment report of BCCo.

The proposed transaction will be completed pursuant to available prospectus exemptions in accordance with applicable securities legislation.

The company and BCCo have agreed to negotiate in good faith the terms of a definitive agreement with respect to the proposed transaction within 30 days from the LOI.

The proposed transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, approval of the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement, among other conditions. The proposed transaction would be an arm's-length transaction for the company and would not constitute a fundamental change or result in a change of control of the company, within the meaning of the policies of the CSE.

About Gold Tree Resources Ltd.

Gold Tree Resources is a Canadian-based exploration company focused on the development of gold projects within prolific placer gold camps by seeking to identify the large-scale source areas of the placer gold. Gold Tree owns a 100-per-cent interest in the SkyGold project in the British Columbia's Cariboo placer gold region, the highest-producing placer gold camp in British Columbia, Canada.

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