OXIDE PEAK PROPERTY

OXIDE PEAK PROPERTY

The Oxide Peak Property covers 8,437 hectares and is located in the northern Toodoggone District, where B.C.’s largest concentration of high level porphyry lithocap environments exists. Freeport-McMoRan is exploring the neighbouring JD Property and Hudbay Minerals is exploring the nearby the Pine/Mex projects. Centerra Gold has recently acquired the resource stage Kemess Project. Oxide Peak covers two extensive exposed porphyry systems that have not received geophysics or drilling despite widespread high grade Cu-Au quartz veins (up to 43 g/t Au, >2% Cu) in volcanic and high level intrusive rocks. On December 23rd, 2019, the company announced an earn-in and joint venture agreement for its Oxide Peak project (“the Oxide Peak Agreement”) with TDG Gold Corp. (formerly Locrian Resources Inc.). TDG can earn an initial 60% interest ("First Option") in the Property by funding over a three-year period cumulative exploration expenditures of $2,400,000, and staged cash payments of $55,000. In addition, TDG will issue to ArcWest 5% of its outstanding shares 12 months from signing, or immediately prior to a going public transaction. A minimum exploration expenditure of $400,000 is required before December 31st, 2020. TDG may achieve the First Option by fulfilling the following terms: By December 31st, 2020, funding $400,000 of exploration expenditures on the Property; By December 31st, 2021, funding cumulative aggregate exploration expenditures of $900,000 on the Property, including a minimum 1,000 meters of drilling; By December 31st, 2022, funding cumulative aggregate exploration expenditures of $2,400,000 on the Property, including an additional minimum 1,000 meters of drilling. Upon exercise of the First Option, TDG may, at its option, elect to earn an additional 20% interest, for an aggregate 80% interest (“Second Option), by funding and causing within two years the preparation and delivery to ArcWest of a Preliminary Economic Assessment. Following the exercise or lapse of the Second Option, the parties will form a Joint Venture ("JV") to hold and operate the properties, and each party will proportionately fund or dilute. Should TDG or ArcWest’s interest be diluted to less than 10%, then that interest will convert to a 2% Net Smelter Return (NSR) royalty, of which 1% of the royalty can be bought back for a $2 million cash payment at any time.