Sabre Gold Restructures Marg Property Agreement

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Sabre Gold Mines Corp. (TSX: SGLD) (OTCQB: SGLDF) has announced a restructuring of the Property Purchase Agreement of the Marg VMS project with Azarga Metals. The agreement has been amended to an option to purchase agreement, and Azarga has agreed to increase the net smelter returns royalty from 1% to 2%. In consideration of debt forgiveness, Azarga will issue common shares and make cash payments to Sabre Gold.

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.

Copperstone has approximately 300,000 ounces of gold in the Measured and Indicated categories, and approximately 197,000 ounces of gold in the Inferred category. Additionally, Copperstone has considerable existing operational infrastructure as well as significant exploration upside. Sabre Gold is led by an experienced team of mining professionals with backgrounds in exploration, mine building and operations.

For further information please visit the Sabre Gold Mines Corp. website: (www.sabre.gold).

Andrew Elinesky
CEO and President
416-904-2725

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking information under Canadian securities legislation including statements concerning the debt and stream restructuring and the potential effect on Company's financial condition, the Company's views on exploration upside and the potential that resources at Copperstone can be expanded through additional exploration drilling, and intentions regarding the development of and restart of production at Copperstone. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements. These uncertainties and risks include, but are not limited to: the proposed debt and stream restructuring being completed on the terms disclosed, the assumptions used in the preparation of the PEA for the Copperstone project, basing a construction decision on the results of a PEA and not on a feasibility study of mineral reserves, demonstrating economic and technical viability; the price of gold; operational, funding, and liquidity risks; reliance on third parties, exploration risk, failure to upgrade resources, the degree to which mineral resource and reserve estimates are reflective of actual mineral resources and reserves; the degree to which factors which would make a mineral deposit commercially viable are present, and the risks and hazards associated with underground operations and other risks involved in the mineral exploration and development industry. Risks and uncertainties about Sabre Gold's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedarplus.ca and readers are urged to read these materials. Sabre Gold assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/193611

FAQ

What is the company name and ticker symbol mentioned in the press release?

The company mentioned in the press release is Sabre Gold Mines Corp. with the ticker symbols TSX: SGLD and OTCQB: SGLDF.

What is the restructuring announced by Sabre Gold Mines Corp.?

Sabre Gold Mines Corp. has announced the restructuring of the Property Purchase Agreement of the Marg VMS project with Azarga Metals.

What amendment has been made to the asset purchase agreement?

The asset purchase agreement has been amended to an option to purchase agreement by Sabre Gold Mines Corp. and Azarga Metals.

What is the net smelter returns royalty (NSR) and how has it been changed?

The net smelter returns royalty has been increased from 1% to 2% by Azarga Metals in consideration of debt forgiveness by Sabre Gold Mines Corp.

What payments will Azarga Metals make to Sabre Gold Mines Corp.?

Azarga Metals will issue common shares to satisfy outstanding payments and make cash payments to Sabre Gold Mines Corp.