Mr. Chad Peters reports

RIDGELINE MINERALS EXECUTES EXPLORATION EARN-IN AGREEMENT WITH SOUTH32 AT THE SELENA PROJECT, NEVADA

Ridgeline Minerals Corp. has entered into an earn-in agreement dated Aug. 21, 2024, with a wholly owned subsidiary of South32 Ltd., pursuant to which South32, subject to TSX Venture Exchange approval, can acquire up to an 80-per-cent interest in Ridgeline's Selena carbonate replacement deposit (CRD) project, a 39-square-kilometre land package located directly adjacent to Freeport-McMoRan's Butte Valley copper porphyry project.

In order to earn an initial 60-per-cent ownership interest in the project, South32 must pay Ridgeline a $100,000 (U.S.) execution payment and finance a minimum of $10-million (U.S.) (of which $2-million (U.S.) is guaranteed) in qualifying exploration expenditures on the project over an initial five-year term, following which South32 will have a further option to increase its ownership interest in the project to a total of 80 per cent by incurring an additional $10-million (U.S.) in expenditures for an aggregate spend of $20-million (U.S.), as outlined herein. Ridgeline will remain operator of the project during the initial phase 1 earn-in option period.

Chad Peters, president, chief executive officer and a director of Ridgeline, commented: "We are delighted to partner with South32 and add a third earn-in agreement with a major mining company to Ridgeline's exploration portfolio. We strongly believe that Selena represents a significant exploration opportunity in the base metal sector and South32 is the ideal partner to help us quickly advance and derisk our high-grade CRD discovery at Selena."

Mr. Peters continued: "Ridgeline's combined earn-in agreements between South32 and Nevada Gold Mines now provides up to $60-million (U.S.) in potential exploration expenditures across the Selena, Swift and Black Ridge projects. Furthermore, all three earn-in agreements retain non-dilutive debt financing options that will effectively carry Ridgeline's 20-per-cent to 25-per-cent interests in the respective projects should they proceed to production. Ridgeline's portfolio now offers a compelling mix of leveraged discovery potential through our three partner projects as well as 100-per-cent-owned upside through our exploration pipeline of projects, led by our flagship porphyry copper project at Big Blue."

Earn-in agreement highlights:

• Reimbursement of prior expenditures: South32 will pay Ridgeline a $100,000 (U.S.) execution payment within 10 business days following execution of the agreement.
• Initial phase 1 earn-in option: South32 may earn an initial 60-per-cent interest in the project by incurring a minimum of $10-million (U.S.) in qualifying work expenditures and $500,000 (U.S.) in cash payments over the initial five-year period, including:
  • Financing $500,000 (U.S.) and $1.5-million (U.S.) (total of $2-million (U.S.)) in exploration expenditures on or before each of the first and second anniversaries, respectively, of the agreement as a firm commitment;
  • Financing an additional $8-million (U.S.) in qualifying exploration expenditures on or before the fifth anniversary of the agreement (total of $10-million (U.S.));
  • Making a one-time cash payment of $500,000 (U.S.) to Ridgeline on or before the fifth anniversary of the agreement.
• During the first option earn-in period, Ridgeline will remain the operator of the project and will collect a 10-per-cent project management fee on all qualifying exploration expenditures. In addition, South32 and Ridgeline will each elect two representatives to a technical steering committee, which will meet quarterly to review budgets and exploration progress. If the first option is exercised, South32 will obtain its interest in the project by way of the issue to it of 60 per cent of the equity in the entity holding the project.
• Phase 2 earn-in option: Subject to South32 having exercised the first option, South32 shall retain the sole right and option to earn an additional 20-per-cent ownership interest in the project, for an aggregate 80-per-cent ownership interest, by providing written notice within six months following the first option exercise date and sole financing an additional $10-million (U.S.) in qualifying work expenditures over an additional three-year period. During the second option earn-in period, South32 has the option to take over operatorship of the project. Before exercise of the second option, South32 will arrange for and provide draft definitive documentation for the Ridgeline facility (as defined and described herein).
• If South32 does not exercise the second option and earn an additional 20-per-cent project interest, the interests of the parties in the entity holding the project will remain 60:40 and South32 shall have no obligation to provide the Ridgeline facility (as defined herein).
• Ridgeline debt facility: If South32 wishes to exercise the second option, it must, within 42 months of the second option commencement date, arrange for and provide draft definitive documentation in respect of a debt facility from which (if executed) Ridgeline may draw on to sufficiently finance Ridgeline's share of costs associated with the development of a mine at Selena through to commercial production, whereby, among other things:
  • The principal amount drawn on under the Ridgeline facility will bear interest at a rate equal to the three-month Chicago Mercantile Exchange term secured overnight financing rate plus a margin of 3 per cent.
  • Upon the commencement of commercial production at Selena, Ridgeline will be required to repay the Ridgeline facility by paying South32 80 per cent of the future free cash flows attributable to Ridgeline from production on the project until the outstanding drawn principal under the Ridgeline facility plus applicable interest is repaid.

Proposed work program -- Year 1

The first year's work program has been designed to meet the $500,000 (U.S.) minimum spending requirement as defined in the earn-in agreement highlights. Ridgeline has already begun co-ordinating with the South32 exploration team and anticipates the completion of a ground magnetotelluric (MT) geophysical survey over the Chinchilla sulphide target before the end of the year as well as the drilling and installation of a production water well (previously permitted by Ridgeline; see July 20, 2024, press release). Data from the MT survey will help guide a phase I work plan administered under the recently approved plan of operations (PoO) (see Aug. 15, 2024, press release), which will allow for up to 200 acres of surface disturbance to support future exploration efforts at Selena.

Selena project

Selena is located in White Pine county, Nevada, approximately 64 kilometres north of the town of Ely, Nev. The project shares an adjoining property boundary with the Butte Valley project, a $33-million (U.S.) earn-in agreement between Freeport-McMoRan and the underlying owner, Falcon Butte Minerals, where Freeport reserves the right to earn-in to up to 80-per-cent ownership of the Butte Valley project. Selena is subject to an up to $20-million (U.S.) exploration earn-in agreement with South32 and comprises 39 square kilometres of highly prospective exploration ground, including Ridgeline's shallow-oxide silver-gold-plus-or-minus-lead-zinc Chinchilla discovery. Subsequent drilling has continued to highlight the potential for high-grade CRD-type mineralization (silver/gold/lead/zinc plus or minus copper/tungsten) between Chinchilla and the Butte Valley copper-gold-silver-zinc porphyry located directly west of the property.

The technical information contained in this news release has been prepared under the supervision of, and approved by Michael T. Harp, CPG, the company's vice-president, exploration. Mr. Harp is a qualified person as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Ridgeline Minerals Corp.

Ridgeline Minerals is a discovery-focused precious metal and base metal explorer with a proven management team and a 195-square-kilometre exploration portfolio across five projects in Nevada, United States. The company retains a highly prospective and 100-per-cent-owned exploration portfolio consisting of the Bell Creek and Big Blue projects; as well as two earn-in exploration agreements with Nevada Gold Mines at the Swift and Black Ridge gold projects and a third earn-in exploration agreement with South32 at the Selena CRD project.

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