Subject: Gungnir Resources Inc. - News for Dissemination
Word Document
File: '\\swfile\EmailIn\20260525 093958 Attachment GUG - News Release re_ Closing Mineral Property Purchase Agreement with Oyama (Final).docx'
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Gungnir Completes Acquisition of Quesnel MagNickel Property
in Cariboo Mining District of British Columbia
VANCOUVER, BC, May 25, 2026, Gungnir Resources Inc. (TSX-V: GUG; OTCPK: ASWRF) (the "Company" or "Gungnir") is pleased to announce that, further to its news release dated April 28, 2026 (the "Original News Release") and pursuant to the mineral property purchase agreement (the "Purchase Agreement") with Oyama Capital Corp. ("Oyama"), the Company has completed its acquisition of a 100% interest in five mineral claims covering an area of 3,676.3 hectares (the "Property"). The Property is located in the Cariboo Mining District of British Columbia, approximately 62 km East Southeast of Quesnel and 147 km Southeast of Prince George.
Pursuant to the Purchase Agreement, in exchange for the Property, the Company issued 12,000,000 common shares at a deemed issue price of $0.05 per share (the "Consideration Shares") and will pay $50,000 (the "Cash Consideration") to Oyama within six (6) months of the effective date of the Purchase Agreement. Furthermore, the Company entered into a Royalty Assumption Agreement (the "Royalty Agreement") dated May 22, 2026 with Oyama and the former owners of the Property (the "Former Owners"), whereby the Company agreed to assume a 3% net smelter returns royalty (the "NSR Royalty") on the Property from Oyama. The NSR Royalty may be reduced at any time from 3% to 1% through payment of $2,000,000 to the Former Owners, who are arm's length to the Company.
The Consideration Shares are subject to a statutory hold period of four months and one day from issuance. The acquisition has been approved by the TSX Venture Exchange (the "Exchange"). No finder's fees or commissions were paid in connection with the acquisition.
The Company also wishes to clarify certain disclosure made in its Original News Release. Mr. Michael Gheyle, a current director of the Company, is a current shareholder and former director and officer of Oyama. Therefore, pursuant to Exchange policies, the parties are considered to be "Non-Arm's Length Parties", as defined by the Exchange, and Mr. Gheyle abstained from voting on the approval of the Purchase Agreement.
For further information, please contact:
On behalf of the Board
Chris Robbins, CFO and Director
For further information contact:
Head Office/Investor Relations
Phone: +1-604-683-0484
Email: corporatecommunications@gungnirresources.com
About Gungnir Resources Inc.
Gungnir Resources Inc. is a Canadian-based junior mineral exploration firm strategically positioned in the Vasterbotten District of northern Sweden, a region historically recognized for its prolific geological endowment and Tier-1 mining jurisdiction status. The Company's portfolio is characterized by a dual-commodity focus, balancing a substantial nickel-copper-cobalt resource base with high-potential gold exploration targets along the "Gold Line" (Knaften-Barsele Arc).
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain statements in this news release may constitute "forward-looking information" within the meaning of applicable securities laws (also known as forward-looking statements). Forward-looking information involves known and unknown risks, uncertainties and other factors, and may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information generally can be identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "feel", "intend", "may", "plan", "predict", "project", "subject to", "will", "would", and similar terms and phrases, including references to assumptions. Some of the specific forward-looking information in this news release includes, but is not limited to, statements with respect to the payment of the cash consideration for the Property. Forward-looking information is based on a number of key expectations and assumptions made by Gungnir, including, without limitation: the Company will be able to operate its business and operations in accordance with past practice; and general economic, financial markets, regulatory and political conditions in which the Company operates will remain the same. Forward-looking information is provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as a guarantee of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things, risks related to: no certainty that any economically viable mineral deposit or new targets will be located on Gungnir's properties; that Gungnir may not be able to complete its planned work as anticipated; the impacts of war and/or other international conflicts; ability to access capital markets and complete successful financings on terms Gungnir determines to be reasonable; environmental matters; changes in legislation or regulations; receipt of required licences, permits and approvals; and resource estimates may not be accurate and may differ significantly from actual mineral resources. Management believes that the expectations reflected in the forward-looking information contained herein are based upon reasonable assumptions and information currently available; however, management can give no assurance that actual results will be consistent with such forward-looking information. The forward-looking information contained this news release is expressly qualified in its entirety by this cautionary statement. The forward-looking information is stated as of the date of this news release and Gungnir assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
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