Americore Resources Corp. Amends Acquisition Terms with Nevada Hills Gold LLC

Rhea-AI Summary

Americore Resources (OTCQB: AMCOF) amended its November 24, 2025 acquisition agreement to acquire 100% of certain Nevada mineral claims from Nevada Hills Gold LLC.

Under the amendment the company will pay US$100,000 cash plus 250,000 common shares on Exchange approval, and a second US$100,000 cash plus 250,000 common shares 15 months after approval. The claims carry a 0.5% NSR royalty retained by the vendor, potentially subject to future buy‑back terms.

Completion is subject to customary conditions and TSX Venture Exchange approval; securities will carry a four‑month statutory hold.

Positive

• Acquires 100% of specified Nevada mineral claims
• Total stated consideration: US$200,000 cash and 500,000 shares
• Adds to company’s Nevada mineral portfolio for growth strategy

Negative

• Vendor retains a 0.5% NSR royalty on future production
• Transaction is declared non‑arm’s length under Exchange policies
• Completion depends on TSX Venture Exchange approval
• All issued securities carry a four‑month hold period

Key Figures

Initial cash payment: US$100,000 Initial share issuance: 250,000 shares Deferred cash payment: US$100,000 +4 more

7 metrics

Initial cash payment US$100,000 Cash payable on TSX Venture Exchange approval of acquisition

Initial share issuance 250,000 shares Americore common shares on Exchange approval of acquisition

Deferred cash payment US$100,000 Cash payable 15 months after Exchange approval

Deferred share issuance 250,000 shares Americore common shares 15 months after Exchange approval

NSR royalty 0.5% Net Smelter Return royalty retained by Vendor on future production

Hold period four months Statutory hold on all securities issued under amended agreement

Deferred payment timing 15 months Timing after Exchange approval for second cash and share tranche

Market Reality Check

Price: $0.4378 Vol: Volume 99,524 is below th...

low vol

$0.4378 Last Close

Volume Volume 99,524 is below the 20-day average 145,687, suggesting muted pre-news activity. low

Technical Shares traded above the 200-day MA of 0.32 before this announcement.

Historical Context

2 past events · Latest: Dec 04 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Project expansion	Positive	+26.9%	Expanded Trinity footprint and tripled historic silver-equivalent resource base.
Dec 01	Project update	Positive	+27.1%	Updated Trinity progress and expanded land position with resource target timeline.

Pattern Detected

Recent project expansion news at Trinity Silver was followed by strong positive price reactions, indicating past market interest in growth-focused Nevada asset updates.

Recent Company History

Over recent weeks, Americore highlighted growth at its Trinity Silver Project in Nevada. On Dec 1, 2025, it reported a land expansion of ~1,400 acres to ~21,870 acres and outlined plans toward an NI 43-101 mineral resource by Q2 2026, with shares rising 27.14%. On Dec 4, 2025, it tripled the historic resource base to >36M oz silver equivalent and further expanded to ~22,700 acres, with a 26.95% price gain. The current Nevada acquisition amendment fits this growth-focused trajectory.

Market Pulse Summary

This announcement refines terms for acquiring Nevada mineral claims, specifying two US$100,000 cash ...

Analysis

This announcement refines terms for acquiring Nevada mineral claims, specifying two US$100,000 cash payments and two issuances of 250,000 shares, plus a 0.5% Net Smelter Return royalty. It extends Americore’s growth-focused Nevada strategy seen in recent Trinity Silver updates. Completion remains subject to TSX Venture Exchange approval, and all securities carry a four-month hold, so investors may track closing progress, subsequent exploration results, and any future adjustments to royalty or buy-back terms.

Key Terms

net smelter return royalty, nsr, statutory four-month hold period, non-arm's length

4 terms

net smelter return royalty financial

"The claims will now be subject to a 0.5% Net Smelter Return royalty (NSR)..."

A net smelter return (NSR) royalty is a contractual right to receive a percentage of the revenue from minerals sold after they are processed and refined, with common deductions for transportation and refining fees. Investors care because an NSR provides a predictable slice of mining project income without owning the mine, so it affects expected cash flow, risk exposure to commodity prices, and the valuation of both the royalty and the operating project—similar to collecting a portion of rent after paying building maintenance costs.

nsr financial

"The claims will now be subject to a 0.5% Net Smelter Return royalty (NSR)..."

NSR, or Net Service Revenue, is the total income a company earns from its core services after subtracting any discounts, refunds, or allowances. It reflects the actual money coming in from the main operations, similar to how a store’s sales revenue shows what it gains from selling products, minus returns or discounts. For investors, NSR provides a clearer picture of a company's true earning power from its primary business activities.

statutory four-month hold period regulatory

"All securities issued under the amended agreement will be subject to a statutory four-month hold period..."

A statutory four-month hold period is a legally required waiting time after securities are issued or transferred during which the holder cannot publicly resell them without meeting registration or exemption rules. It matters to investors because it limits how quickly they can convert those shares into cash and can reduce market liquidity and short-term demand, much like a temporary lock on a newly purchased item that prevents immediate resale.

non-arm's length regulatory

"The transaction remains non-arm's length as defined under Exchange policies."

Non-arm's length describes a transaction or relationship between parties who have close personal, family or business ties, so the deal may not be made at normal market terms. Investors care because these transactions can mask conflicts of interest, distort a company’s reported value or shift benefits away from outside shareholders — like neighbors cutting each other special deals that wouldn’t happen between strangers, making it harder to assess fairness and true value.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - November 27, 2025) - Americore Resources Corp. (TSXV: AMCO) (FSE: 5GP0) (OTCQB: AMCOF) ("Americore" or the "Company") announces that it has entered into an amendment to the acquisition agreement originally announced on November 24, 2025 with Nevada Hills Gold LLC (the "Vendor") regarding the proposed acquisition of certain mineral claims located in Nevada, USA.

Pursuant to the amended terms, the new consideration payable by the Company for 100% of the Vendor's right, title, and interest in the claims shall be as follows:

• US$100,000 cash payment and issuance of 250,000 common shares of Americore, payable on TSX Venture Exchange (the "Exchange") approval of the transaction; and

• US$100,000 cash payment and issuance of 250,000 common shares of Americore, payable 15 months following Exchange approval of the transaction.

• The claims will now be subject to a 0.5% Net Smelter Return royalty (NSR) retained by the Vendor, payable on any future mineral production from the project.

The Vendor's 0.5% NSR royalty may be subject to partial or full buy-back rights by the Company on terms to be negotiated in the future, and as permitted under Exchange policies.

All securities issued under the amended agreement will be subject to a statutory four-month hold period in accordance with applicable securities laws and Exchange policies. The transaction remains non-arm's length as defined under Exchange policies. No finder's fees are payable in connection with the transaction.

Completion of the acquisition is subject to customary conditions, including but not limited to, the approval of the Exchange. The Company cautions that there can be no assurance that the acquisition will be completed as proposed, or at all.

The amended agreement does not otherwise alter the previously disclosed material terms of the transaction, including the nature of the assets subject to acquisition. The Company considers the transaction to be a strategic, growth-focused addition to its Nevada mineral portfolio.

ABOUT AMERICORE RESOURCES CORP.

Americore Resources is focused on advancing the Trinity Silver Project in Nevada, a past-producing silver asset with significant expansion potential. Americore is led by an experienced team with a proven track record of exploration discovery, resource development, and value creation in North American mining jurisdictions.

CONTACT

Jeff Poloni
Chief Executive Officer
Email: jeff@americoreresources.com
Phone: 604-454-8874

The Company is listed on the TSX Venture Exchange.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding AMERICORE's intention to continue to identify potential transactions and make certain corporate changes and applications. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits AMERICORE will obtain from them. These forward-looking statements reflect managements' current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including AMERICORE's inability to identify transactions having satisfactory terms or at all and the results of exploration or review of properties that AMERICORE does acquire. These forward-looking statements are made as of the date of this news release and AMERICORE assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276195

FAQ

What did Americore (AMCOF) change in the November 27, 2025 amendment?

The amendment sets payments as US$100,000 + 250,000 shares on approval and a second identical payment 15 months after approval, and adds a 0.5% NSR.

How much total cash and shares will Americore (AMCOF) pay for the Nevada claims?

Total consideration is US$200,000 cash plus 500,000 common shares payable in two tranches.

What royalty burden will affect the Nevada project acquired by Americore (AMCOF)?

The claims are subject to a 0.5% Net Smelter Return (NSR) royalty retained by the vendor, with potential future buy‑back terms.

When will the second payment to Nevada Hills Gold be due under Americore's (AMCOF) amended terms?

The second cash and share payment is due 15 months after Exchange approval of the transaction.

What approvals or conditions does Americore (AMCOF) need to complete the acquisition?

Completion is subject to customary conditions, including TSX Venture Exchange approval and applicable securities requirements.

Will Americore (AMCOF) shares issued in the transaction be tradeable immediately?

No; all securities issued are subject to a statutory four‑month hold period under securities laws and Exchange policies.