Vancouver, British Columbia--(Newsfile Corp. - February 26, 2024) - GOLD'N FUTURES MINERAL CORP. (CSE: FUTR) (FSE: G6M) (OTC Pink: GFTRF) (the "Company" or "Gold'n Futures") is pleased to report that Argonaut Gold Inc. (TSX: AR) ("Argonaut") and the Company have amended the option agreement (the "Option") respecting the Hercules gold property (the "Property"). Details of the Option prior to these amendments were disseminated in the press release of the Company on October 26, 2020 with amended terms announced on September 28, 2022 and further amended terms announced on August 3, 2023. Under the new amended terms of the Option, the Company has restructured and deferred future payments to be made to Argonaut and exploration obligations against the Property. The new schedule for the option payments and the completion dates for the exploration commitments are presented below.
Stephen Wilkinson, CEO of Gold'n Futures, commented:
"We now have a deal that allows the Company to earn its interest in the Hercules project while putting a much greater percentage of our option costs directly into exploration expenditures. This use of funds ought to enable Gold'n Futures to advance the project with much greater financial efficiency and to facilitate its discussions with third party investors."
The 2024 Amended Option Terms
Under the new terms of the Option, Gold'n Futures has the option to acquire, on or before December 31, 2026 an initial 50% Earned Interest (as defined in the Option) in the Property (the "First Option") by: (a) paying to Argonaut $350,000 by December 31, 2024, where previously, the Company has paid $1,650,000 in cash; (b) incurring Exploration Expenditures of $7,000,000 on the Property by December 31, 2026, of which the Company has incurred approximately $1,000,000; and (c) granting a one percent Royalty (as defined in the Option).
Subject to Gold'n Futures having exercised the First Option, Argonaut has also granted to the Company the ability to increase its interest by acquiring a further 40% Earned Interest in the Property bringing its total Earned Interest to 90% (the "Second Option") by paying to Argonaut an final amount of $6,500,000, in cash within 60 days of exercising the First Option. In addition and of material importance, the Company's obligation to deliver a National Instrument 43-101 compliant pre-feasibility study on the Property on or before December 31, 2027 has been removed per this amendment to the Option.
Debt Settlement and RSU Issuance
The Company also announces that it has entered into a debt settlement agreement (the "Settlement Agreement") to settle outstanding debts owed to arm's length creditors (the "Creditors") totaling $60,000 for business consulting fees. Pursuant to the Settlement Agreement, the Company has agreed to issue an aggregate of 6,000,000 common shares ("Shares") at a deemed price of $0.01 per Share, based on a 20-day VWAP. The Company anticipates closing the Settlement Agreements on or about March 4, 2024.
The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debts by the issuance of the Shares in order to preserve the Company's cash for working capital.
The Company also announces that it has granted 7,000,000 restricted share units ("RSUs") to Stephen Wilkinson and Vicki Rosenthal to acquire the aggregate of 7,000,000 common shares in the capital of the Company as compensation for services pursuant to the Company's option incentive plan (the "Incentive Plan") and in accordance with Mr. Wilkinson's and Ms. Rosenthal's consulting agreements. The RSUs, which vest immediately, are subject to the terms and conditions of the Incentive Plan and are subject to the policies of the Canadian Securities Exchange.
All securities issued in connection with the Settlement Agreement and RSU issuance (the "Issued Securities") are issued pursuant to the "Employee, Executive Officer, Director and Consultant" exemption contained in Section 2.24 (the "Exemption") of National Instrument 45-106 - Prospectus Exemptions. Pursuant to the policies of the Canadian Securities Exchange, the Issued Securities are subject to a 4 month and one day hold period.