Mr. Mark Scott reports

SASSY TO ACQUIRE ADVANCED URANIUM PROPERTIES IN UTAH AND COLORADO

Sassy Gold Corp. has signed binding letters of intent with various arm's-length vendors to acquire a total of 15 advanced uranium properties in Utah and Colorado, United States. All of these properties, comprising 8,200 acres or 33 square kilometres (km), are located within the Colorado Plateau geological region and 14 of them have featured historical production with more than two dozen past producing mine portals and shafts among them.

This strategic move into Utah and Colorado, at a favourable time in the uranium cycle, builds significantly on Sassy's existing uranium footprint in Saskatchewan's Athabasca basin where the company owns a 20-per-cent interest in the Highrock uranium project. In addition, Sassy owns 100 per cent of the Foremore gold-silver-base metal project in Northwestern British Columbia's Eskay camp and also owns significant share positions and corresponding assets in MAX Power Mining Corp., Gander Gold Corp. and Galloper Gold Corp., with the latter now approved for listing on the CSE.

Utah/Colorado property highlights:

• The 15 properties each are known to contain sandstone-hosted, roll-front uranium deposits;
• Clear path to potential near-term extraction at the Independence property located in the San Rafael Swell, immediately off Interstate 70 near the community of Green River, Utah;
• Uranium mineralization outcrops at surface at Independence, a notable past producer in the region, and dips east toward Western Uranium's San Rafael project;
• Independence is currently permitted for small-scale underground extraction and surface disturbance;
• Strong exploration upside at each of the 15 properties through data compilation and relatively shallow drilling to build on historical results;
• Infrastructure already in place at most of the mine sites, combined with the relatively shallow depth of the tabular sandstone-hosted deposits, is expected to keep the redevelopment capital cost of these properties low;
• Properties are within trucking distance to the only operating conventional uranium mill in the United States (White Mesa);
• Partnership with property vendors, that provide local expertise, surface drilling and underground mining;
• Abundant opportunities to improve historic economics of region's uranium/vanadium deposits;
• All properties are full-year road accessible from local work force communities and services;
• Exploration work will commence with confirmatory drilling, along with the digitization of the existing extensive library of geological data, past production data and mine plans.

Uranium mining in Utah

Energy Fuels reported Dec. 21, 2023, that it had commenced uranium production at its La Sal complex in Utah comprising its La Sal and Pandora mines in the vicinity of Energy Fuels' White Mesa mill.

Most of Utah's historical production (122 million pounds U3O8 (triuranium octoxide) since 1904) has been from the sandstone-hosted deposits in the Salt Wash member of the Morrison formation, which Sassy will target at several of the Utah and Colorado properties, including Independence. The average grade of uranium mineralization in Utah's sandstone-hosted deposits is 0.30 per cent U3O8, higher than in many other significant uranium producing districts worldwide with the exception of course of Canada's Athabasca basin.

The North Lisbon and Central Lisbon Valley properties are located in the heart of Utah's Lisbon Valley district which has accounted for 64 per cent of the state's total historical production, according to data from the Utah Department of Natural Resources.

Historical mineralization and production may not be indicative of future performance of the properties to be acquired by Sassy.

Chief executive officer comments

Mark Scott, Sassy's president and chief executive officer, commented: "This acquisition of past-producing uranium mines with known deposits, on reasonable terms, is undeniably a big step forward for Sassy Gold. These advanced projects, with their accessible, shallow, tabular-style deposits, give the company multiple development and deal-making options moving forward. We intend to launch a study aimed at identifying the commercially optimal mix and sequence of extraction, mining method, technology and equipment options presented by these projects. While that is ongoing, there is at least one of the mines with an obvious path to possible near-term extraction, which we will begin studying and pursuing concurrent with the work being performed regarding the other sites."

Project map

Mr. Scott added: "The strength of our team and the assets, their proximity to the only available route to market in the United States, uranium's long-term pricing fundamentals and the market's current enthusiasm for uranium make the timing of this deal extremely favourable. For good reason, our entire team is excited about our direction forward with this transaction, which took several months of concerted effort to bring together."

Property details

The company and the vendors progress toward completion of the definitive agreements.

A qualified person (as defined in National Instrument 43-101) has not done sufficient work to verify the historical drilling data. Additional work, including confirmatory drilling and logging, will be required to confirm and update the historical drilling and logging data, including a review of data integrity, assumptions, parametres, methods and testing. Historical exploration data do not meet reporting requirements as prescribed under NI 43-101. Sassy is not treating the historical data as current and it should not be relied upon.

Terms of the transaction

Sassy has signed three LOIs (letter of intents) with the vendors, as it relates to the properties, on Feb. 16, 2024. Under the terms of the LOIs, Sassy will pay a total value of $8,391,326 (U.S.), of which 25 per cent, or a total of $2,097,832 (U.S.) will be paid in cash over four equal payments of $524,458 on closing of the transaction, and on the six-month, 12-month and 24-month anniversaries of the closing of the transaction. Common shares of Sassy will be issued to the beneficial owners of the vendors on the same schedule as the cash payments, with 75 per cent of the transaction's value payable in shares. The value and number of the shares will be determined by the price of the financing completed immediately prior to the closing of the transaction and based on the prevailing Canadian-dollar/United States-dollar exchange at that time. The vendors maintain a 1-per-cent gross royalty on most of the properties, with exclusions for two state leases which are already subject to state royalties and the BM claims within the Independence property, which are already subject to two 1.5-per-cent net smelter royalties payable to a third, unrelated party. Additionally, each LOI includes a provision which will pay a maximum of one PEA (preliminary economic assessment) bonus per LOI, in the amount of $100,000 cash and one million company shares, upon the company publishing a positive preliminary economic assessment for any property covered by that LOI. As at Dec. 31, 2023, Sassy had over $26-million in assets on its balance sheet and cash/marketable securities of over $3-million.

The LOIs commit the company and the vendors to a 30-day due diligence period, which may be extended by the company for the purpose of completing any required financing and further due diligence, along with any required stock exchange, regulatory and/or shareholder approvals (see below). The parties will complete the drafting of the definitive agreements for the transaction during this due diligence period.

Sassy private placement

The company announces the launching of a non-brokered private placement offering for an aggregate of $2.5-million. The offering will consist of one share of the company at a price of 3.75 cents per share, with no warrants attached. The offering is subject to CSE approval and all securities will be subject to a four-month hold period. Closing of the offering will occur respective of the closing of the transaction and finances from the offering will be used for working capital for the company and its projects or bona fide debt settlements, as applicable.

Shareholder approval

Pursuant to CSE Policy 4.6(3), securityholders' approval is required if the number of shares issued may be more than 50 per cent of the total number of securities or votes of the listed issuer outstanding (calculated on a non-diluted basis) accompanied by a new control person (as defined in the CSE policies) or 100 per cent of the total number of securities or votes outstanding. The company intends to rely on the exemption in CSE Policy 4.6(1)(b) whereby the CSE's requirement for approval may be satisfied by a written consent signed by shareholders owning more than 50 per cent of the outstanding common shares.

Qualified person

The technical information in this news release has been reviewed and approved by Ian Fraser, PGeo, vice-president of exploration for Sassy Gold. Mr. Fraser is the qualified person responsible for the scientific and technical information contained herein under National Instrument 43-101 standards.

About Sassy Gold Corp.

Sassy is an exploration-stage resource company currently engaged in the identification, acquisition and exploration of high-grade precious metal and base metal projects in North America. Its focus is the Foremore project located in the Eskay camp, Liard mining division, in the heart of Northwestern British Columbia's prolific Golden Triangle.

We seek Safe Harbor.