Mr. Peter Berdusco reports

GOLDSTRIKE ANNOUNCES BINDING LETTER OF INTENT TO ACQUIRE JUPITER COPPER PROJECT, ANTOFAGASTA, CHILE; $1.8M FINANCING

Guyana Goldstrike Inc. has entered into a binding letter of intent (the LOI), dated July 19, 2023, to acquire the Jupiter copper project from Jupiter Electric Metals Inc., an arm's-length private company. Following completion of the transaction, the company intends to change its name to Copper X Mining Inc. and to focus its resources on development of the project.

Project highlights:

• Property size of 4,000 hectares;
• Targets 1 and 2 host robust Cu grades in proximity to historic workings and mine developments;
• Target 1 has evidence of copper mineralization in a corridor of at least three kilometres by two km;
• Airborne mag shows that mineralization is consistent with low mag, signalling several untested areas;
• The abundant microdioritic dikes are interpreted to be feeders of high-grade copper mineralization in both gabbro and andesites;
• Numerous targets are interpreted to be present in proximity to contact zones of mafic intrusives and La Negra Fm volcanics -- favourable for hosting hydrothermal solutions rich in copper;
• The main alteration associated with Cu mineralization is albite-epidote-magnetite;
• Mineralization is observed as disseminations and in quartz-albite-epidote veins in fractures as oxide Cu (atacamite-chrysocolla-malachite black oxides).

Project description

The Jupiter project is accessible by paved road 90 km south of Antofagasta City, the major mining hub in northern Chile, with access to renewable power and adjacent to the ocean to secure access to sea water. The underexplored Jurassic volcanic/IOCG (iron oxide-copper-gold) belt is host to world-class mine operations, including Michilla, Antofagasta's Antucoya, Mantos Copper's Mantoverde and Mantos Blanco, Teck's Carmen de Andacollo, Lundin's Candelaria, Anglo American's El Soldado, and major projects including Marimaca Copper Corp.'s Marimaca, Hot Chili's Productora-Cortadera and Capstone's Santo Domingo.

Both target 1 and target 2 have high exploration potential similar to that discovered at Marimaca. Northwest-southeast-trending major structures appear to be conduits/feeders for high-grade copper mineralization forming mantos or stratabound horizons in receptive Andesitic volcanics adjacent to gabbro-microdiorite intrusives.

JUPITER HISTORICAL
ROCK SAMPLES (2021)

ID  Sample   Cu (%)

1     1765   0.114 
2     1766   0.342 
3     1767   0.163 
4     1768   0.331 
5     1769   2.124 
6     1770   2.164 
7     1771   0.216 
8     1772   1.660 
9     1773   0.622 
10    1774   0.418 
11    1775   0.540

Transaction terms

Under the terms of the LOI, the company will be granted the exclusive right to acquire the project in consideration for completion of a series of cash payments, securities issuances and exploration expenditures, as follows:

• Paying $1 (U.S.) to the vendor on signing of the LOI (paid);
• Making four payments of $50,000 (U.S.) each to the vendor on or before Aug. 24, 2023, Feb. 24, 2024, Aug. 24, 2024, and Feb. 24, 2025;
• Within 10 days of the TSX Venture Exchange issuing its final acceptance bulletin in respect of the transaction, the issuance of 13 million common shares of the company, as constituted following completion of a consolidation on a 1.5-for-one basis, and the issuance of seven million share purchase warrants, giving the vendor the right to purchase up to seven million postconsolidation common shares of the company at the price of 25 cents for a period of two years;
• Complete a work program on the project within 90 days of executing the LOI of $75,000 (U.S.), inclusive of any and all costs associated with the completion of a geological on the project;
• Completing 5,000 metres of drilling work on the project on or before Feb. 24, 2025;
• Paying $1-million (U.S.), on or before Feb. 24, 2027, in cash or postconsolidation common shares or a combination thereof, at the sole discretion of the vendor, provided that any shares will be issuable at a deemed price equivalent to the 10-day volume-weighted average price the common shares of the company on the exchange, and the prevailing exchange rate posted by the Bank of Canada, on the day of election, subject to a minimum effective price of five cents per share;
• After the completion of the final payment and required exploration work, the project will be assigned to the company subject to a net smelter royalty of 2 per cent with a buyback of 1 per cent (or 50 per cent of the royalty) exercisable for a period of 60 months in consideration of a one-time cash payment of $1-million (U.S.);
• All securities issued to the vendor in connection with the transaction will be subject to a restriction on resale for a period of four months and one day in accordance with applicable securities laws and the policies of the exchange.

Concurrent financing

The company also announces that it will conduct a non-brokered private placement of up to 12 million units at a price of 15 cents per unit for gross proceeds of up to $1.8-million. Each unit will consist of one postconsolidation common share and one share purchase warrant, entitling the holder to acquire an additional postconsolidation common share at a price of 25 cents for a period of 24 months following completion of the concurrent financing. If, at any time following the date that is four months and one day following the closing date, the common shares have a closing price on the exchange of 50 cents or greater per common share for a period of 10 consecutive trading days, the company shall have the right to accelerate the expiry date of the warrants that is at least 60 days following the date of such notice to holders of warrants.

The net proceeds of the concurrent financing will be utilized by the company to maintain the project and support further development, extinguish liabilities and payables, as well as to address costs associated with completion of the transaction, and to provide the company with sufficient working capital to sustain operations.

A portion of the offering is expected to be completed pursuant to B.C. Instrument 45-536 -- Exemption from Prospectus Requirement for Certain Distributions Through an Investment Dealer. Pursuant to the investment dealer exemption, each subscriber relying on the investment dealer exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. As required by the investment dealer exemption, the company confirms there is no material fact or material change related to the company that has not been generally disclosed. The offering is not subject to a minimum amount, although the company will be required to raise sufficient proceeds to meet the continued listing requirements of the exchange.

The company has engaged EMD Financial Inc., an arm's-length financial advisory firm, to assist in introducing investors to the concurrent financing. In consideration, the company has agreed to pay a cash finders' fee of 7 per cent of the gross proceeds raised and to issue to EMD warrants equivalent to 7 per cent of the number of units issued to investors introduced to the company by EMD. The company may also elect to may finders' fees to other eligible parties in consideration for introducing subscribers to the concurrent financing.

Completion of the concurrent financing is subject to completion of the consolidation and the transaction. All securities issued in connection with the concurrent financing will be subject to restrictions on resale for a period of four months and one day in accordance with applicable securities laws and the policies of the exchange.

Closing of the transaction

The transaction constitutes a fundamental acquisition for the company, under the policies of the exchange, on the basis that the company intends to devote the majority of its capital to the transaction and development of the project. Following completion of the transaction, the company anticipates it will continue to be listed on the exchange as a Tier 2 mining issuer. No changes to the board of directors or management of the company are contemplated in connection with the transaction.

Closing of the transaction remains subject to a number of conditions, including completion of due diligence on the project, negotiation of definitive documentation, completion of the consolidation, completion of the concurrent financing, completion of a geological report in respect of the project, the approval of the exchange and the satisfaction of other closing conditions customary in transactions of this nature.

The transaction cannot close until the required approvals are obtained and the outstanding conditions satisfied. There can be no assurance that the transaction will be completed as proposed or at all. No finders' fees or commissions are payable in connection with the transaction. Trading in the common shares of the company will remain halted pending further filings with the exchange.

Qualified person

Andris Kikauka, PGeo, is a qualified person in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and has reviewed and approved the scientific and technical content of this news release.

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