The Company has entered into a binding Share Purchase Option Agreement (the “Option Agreement”) dated December 10, 2024, as amended, with LCL Resources Ltd. (the “Vendor”) and its subsidiaries, to acquire a 100% interest in the company that holds the Quinchia Gold Project and 90% of the company that holds the Andes Gold Project, both located in the prolific Mid-Cauca Gold Belt of Colombia. The Quinchia Gold Project includes the advanced-stage Miraflores deposit, which is supported by an approved Environmental Impact Assessment and Mining Technical Work Plan, as well as the nearby Tesorito and Dosquebradas deposits. The Company is currently preparing a technical report in compliance with NI 43-101, which is expected to be completed in the summer of 2025. The Andes Gold Project comprises additional earlier-stage exploration properties in the same district. Upon exercise of the Option and completion of the payments, the Company will acquire shares of the applicable subsidiaries, resulting in 100% ownership of the Quinchia Gold Project and a 90% ownership interest in the Andes Gold Project, with the remaining 10% of Andes held by an arm’s-length party. The Option Agreement has been supported contractually with irrevocable proxies signed by Vendor shareholders representing over 31% of the total issued and outstanding shares of the Vendor.  The Vendor’s Notice of Meeting was filed on May 7, 2025 for the Vendor AGM and shareholder meeting being held on June 9, 2025 and outlines the terms of the Option Agreement. Although the Option Agreement is not subject to any conditions precedent, a simple majority vote (over 50%) of the Vendors’ shareholders will trigger the requirement for the Company to make option payments as outlined below and to take over as the operator of the Quinchia Gold Project.

The total consideration payable by the Company under the Option Agreement is AUD$14,000,000, consisting of (i) staged cash payments aggregating AUD$7,500,000 over a 12 month period following shareholder approval, scheduled for June 9, 2025, and (ii) a contingent milestone payment of AUD$6,500,000 payable upon the first gold pour from the Colombian Assets. The staged cash payments consist of an initial payment of AUD$1,000,000 payable within 7 business days following shareholder approval, a second payment of AUD$2,000,000 payable 8 months after the date of shareholder approval, and a final payment of AUD$4,500,000 payable 12 months after the date of shareholder approval. Upon full satisfaction of the staged cash payments totaling AUD$7,500,000, ownership will transfer to the Company, and the Company will grant to the Vendor a 1% net smelter returns royalty (“NSR”) on all production from the Colombian Assets. The NSR is payable after the satisfaction or extinguishment of the existing RMB Australia Holdings Limited royalty obligations. The contingent milestone payment of AUD$6,500,000 will become due following the first gold pour. No securities of the Company will be issued as consideration under the Option Agreement, and all payments made by the Company are non-refundable. Management of the Colombian Assets will transition to the Company immediately upon shareholder approval, although legal title to the assets will not transfer until full satisfaction of the AUD$7,500,000 staged payment obligations.The Option was granted on an exclusive and binding basis and permits the Company to acquire the Colombian Assets by satisfying the staged cash payment obligations.