Sabre Gold Restructures Marg Property Agreement

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Vancouver, British Columbia--(Newsfile Corp. - January 9, 2024) - Sabre Gold Mines Corp. (TSX: SGLD) (OTCQB: SGLDF) ("Sabre Gold" or the "Company") is pleased to announce that it has updated the terms of the Property Purchase Agreement of the Marg VMS project ("Marg Project") located in Central Yukon ("Restructuring") with Azarga Metals ("Azarga"). The Company and Azarga are parties to an asset purchase agreement (the "APA") closed on November 8, 2021, in respect of the Marg Project, on terms announced November 9, 2021. The Company and Azarga have agreed to amend the APA to an option to purchase agreement whereby if Azarga does not complete the option maintenance payments and exercise the option to purchase the Marg Project (see below), the option to purchase will expire and the title to the Marg Property will be transferred to the Company by Azarga Metals.

In consideration of Sabre Gold's debt forgiveness, Azarga has agreed to increase the net smelter returns royalty (the "NSR") from 1% to 2%, with 1% continuing to be subject to buy back for cash consideration of $1,500,000.

Option maintenance payments:

  • Subject to the approval of the TSX Venture Exchange, Azarga will immediately issue 2,866,666 common shares at a deemed price of $0.075 per share and a total value of $215,000 that will satisfy in full the outstanding amount that was due for payment by Azarga to Sabre Gold on December 6, 2022. The shares issued to the Company will bear a legend restricting trading for a period of eighteen months from the date of issue.

  • On December 1, 2024, Azarga will pay the Company $33,500 in cash or shares at the option of Azarga Metals.

  • If Azarga has not exercised its option to purchase, on or before December 1, 2024, Azarga will pay the Company $33,500 in cash or shares, at the option of Azarga on December 1, 2025.

To exercise the option to purchase, on or before December 1, 2025, Azarga will pay Sabre Gold a cash payment of $335,000, after which Azarga will own the Marg Project in full, subject to the NSR and the Company will immediately thereafter discharge its security charge registered on the Marg Project.

All currency amounts are in Canadian dollars unless specified otherwise.

About Sabre Gold Mines Corp.

Sabre Gold is a near-term gold producer in North America which holds 100% ownership of both the fully licensed and permitted Copperstone gold mine located in Arizona, United States. Management intends to restart production at Copperstone in the near term. Sabre Gold also holds other investments and projects at varying stages of development.