GFG Resources Inc. (TSX-V: GFG) (OTCQB: GFGSF) announces the signing of a definitive agreement for the sale of its 100% owned Rattlesnake Hills Gold Project to Patriot Gold Vault Ltd.,  Under the terms of the Agreement, Patriot will pay GFG an aggregate consideration of approximately C$3.3 million. GFG and Patriot had previously announced the signing of a letter of intent on May 9, 2024 (see press release: “GFG Signs Binding LOI with Patriot Gold to Sell its Rattlesnake Hills Gold Project”).

Transaction Terms

Patriot will acquire a 100% interest in the Project on the following terms:

• Cash payment of C$250,000 to GFG on signing of the binding LOI (complete);
• Cash payment of C$250,000 to GFG upon the execution and delivery of a definitive agreement (pending);
• On closing of the Transaction, Patriot will:
  • Make a cash payment of C$1,200,000 to GFG; and
  • Issue to GFG the greater of 3,000,000 common shares of Patriot (the “Consideration Shares”) or $600,000 in value of Consideration Shares based on the volume weighted average trading price of the Consideration Shares for the 20 trading days immediately preceding the Closing Date, or in the event that Patriot is not listed, the value of the Consideration Shares shall be determined by the last financing price of the Patriot shares sold to arm’s length investors to Patriot; and
• On the date that is 12 months following the Closing Date, Patriot will pay to GFG a cash payment of C$1,000,000.

Additional Terms

• On closing of the Transaction, Patriot will replace the US$219,000 reclamation bond for the Project, which in turn GFG will recoup.
• If a National Instrument 43-101 resource estimate in the Project reveal a mineral resource of greater than 3,000,000 ounces of gold in a Measured and Indicated or Inferred category, Patriot will pay to GFG a further C$1 per total mineral resource ounce in cash or common shares of Patriot, at the election of Patriot.
• Patriot shall reimburse GFG and cover all costs and expenses relating to the Project incurred from the date of the signed LOI to the Closing Date.

The closing of the Transaction is expected to occur on or about 120 days following today’s date.

About The Rattlesnake Hills Gold Project

The Rattlesnake Hills Gold Project is a district-scale gold exploration project located in central Wyoming, approximately 100 kilometres southwest of Casper. Geologically, the Project is centrally located within a roughly 1,500-kilometre-long belt of alkalic intrusive complexes that occur along the eastern side of the Rocky Mountains from Montana to New Mexico, several of which are associated with multiple gold deposits.

The Project has approximately 100,000 metres of historic drilling which has outlined three significant zones of alteration and precious metal mineralization that are associated with Eocene age alkalic intrusions at North Stock, Antelope Basin and Blackjack. The majority of the drilling has focused on near-surface, open pit mineralization in the North Stock and Antelope Basin deposits with highlights that include intercepts⁽¹⁾ of 1.85 grams of gold per tonne (g/t Au) over 236.2 m hole length; 4.20 g/t Au over 77.7 m hole length; 2.08 g/t Au over 150.9 m hole length and 0.82 g/t Au over 99.1 m hole length. In addition to the outlined zones of mineralization, the Company believes that the district is highly prospective and has outlined several kilometre-scale greenfield targets that have never been drill tested. These greenfield targets were generated from the Company’s geophysical and geochemical programs and host strong similarities to the North Stock and Antelope Basin systems.

⁽¹⁾ Gold intervals reported are based on a 0.20 g/t or 0.50 g/t Au cutoff. Weighted averaging has been used to calculate all reported intervals. True widths are estimated at 60-100% of drilled thicknesses.

About Patriot Gold Vault Ltd.

Patriot Gold Vault is a gold mineral resource aggregator whose principal activity is to acquire high quality resource-ready gold assets in Tier 1 jurisdictions. Led by a team of proven technical and financial mining executives, Patriot will focus on increasing asset resources via drilling in Phase 1 and profitably divesting of its assets in Phase 2.

About GFG Resources Inc.

GFG is a North American precious metals exploration company focused on district scale gold projects in tier one mining jurisdictions, Ontario and Wyoming. In Ontario, the Company operates three gold projects, each large and highly prospective gold properties within the prolific gold district of Timmins, Ontario, Canada. The projects have similar geological settings that host most of the gold deposits found in the Timmins Gold Camp which have produced over 70 million ounces of gold. The Company also owns 100% of the Rattlesnake Hills Gold Project, a district scale gold exploration project located approximately 100 km southwest of Casper, Wyoming, U.S.