Americore Resources Corp. Issues Correction Regarding Nevada Mineral Claim Acquisition

Rhea-AI Summary

Americore Resources (OTCQB: AMCOF) issued a correction on November 27, 2025 clarifying that its Nevada mineral claim acquisition from Nevada Hills Gold LLC is an arm's-length transaction, not non-arm's-length as previously misstated.

The transaction remains under the amended commercial terms: US$100,000 cash + 250,000 common shares on Exchange approval, a second US$100,000 + 250,000 shares 15 months after approval, and a retained 0.5% NSR royalty with a potential future NSR buy-back. No finders' fees apply and issued securities are subject to a four-month statutory hold.

Americore said the prior reference was an administrative error and that internal disclosure controls have been reviewed to prevent recurrence.

Positive

• Transaction structured with defined cash and equity: US$200,000 + 500,000 shares total
• Vendor retains only a 0.5% NSR royalty, limiting ongoing burden
• No finder's fees payable, preserving deal economics for shareholders

Negative

• Initial disclosure error signals weakness in internal disclosure controls
• Second cash/share tranche deferred 15 months, extending dilution timing

Key Figures

Initial cash payment: US$100,000 Initial share issuance: 250,000 common shares Deferred cash payment: US$100,000 +5 more

8 metrics

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

Initial share issuance 250,000 common shares Shares issuable on TSX Venture Exchange approval of the transaction

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

Deferred share issuance 250,000 common shares Shares issuable 15 months following Exchange approval

NSR royalty 0.5% Net smelter return royalty retained by the Vendor on future production

Hold period Four months Statutory hold period on securities issued under applicable securities laws

Current price $0.4224 Price before the correction release; down 12.09% over 24 hours

52-week range $0.208–$0.60 Current price 29.6% below high and 103.08% above low

Market Reality Check

Price: $0.3471 Vol: Volume 99,524 is 0.68x th...

low vol

$0.3471 Last Close

Volume Volume 99,524 is 0.68x the 20-day average of 145,687, indicating below-typical trading activity before this correction. low

Technical Price at $0.4224, trading above the 200-day MA of $0.32, after a -12.09% move over 24h and 29.6% below the 52-week high.

Peers on Argus

No peers or sector momentum data were flagged; the pre-news price and volume con...

No peers or sector momentum data were flagged; the pre-news price and volume context appear stock-specific rather than sector-driven.

Historical Context

2 past events · Latest: Dec 04 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Project expansion update	Positive	+26.9%	Expanded Trinity land position and historic resource base to 36M oz Ag eq.
Dec 01	Project progress update	Positive	+27.1%	Updated Trinity project progress and expanded district footprint to ~21,870 acres.

Pattern Detected

Recent project expansion and resource-focused news on Dec 1 and Dec 4 were followed by strong positive price reactions of 27.14% and , suggesting that substantial asset-growth updates have historically coincided with favorable moves.

Recent Company History

Over recent weeks, Americore issued two notable Trinity Silver Project updates. On Dec 1, 2025 it reported a land expansion to ~21,870 acres with historic production of ~1,085,790 tons at 6.32 oz/ton Ag, and the stock rose 27.14%. On Dec 4, 2025, it tripled the historic resource base to over 36 million oz silver equivalent, with a 26.95% price gain. Today’s correction pertains instead to transaction classification, not project scale.

Market Pulse Summary

This announcement clarifies that Americore’s Nevada Hills Gold acquisition was an arm’s length trans...

Analysis

This announcement clarifies that Americore’s Nevada Hills Gold acquisition was an arm’s length transaction under TSX Venture Exchange policies, correcting an earlier classification error. The company reiterates unchanged terms, including two US$100,000 cash payments and two 250,000-share issuances, plus a 0.5% NSR royalty and a four-month hold period. Against a backdrop of recent Trinity Silver expansion news, investors may watch for further execution updates and additional Nevada project milestones.

Key Terms

arm's length transaction, non-arm's length, tsx venture exchange, nsr royalty, +2 more

6 terms

arm's length transaction regulatory

"the transaction is in fact an Arm's Length transaction, as defined under the policies"

An arm's length transaction is a deal made between independent parties who each act in their own interest, ensuring the price and terms reflect fair market value rather than favoritism. Investors care because these transactions reduce conflicts of interest and give a clearer picture of a company’s worth and performance — like buying a car from a stranger rather than from a close friend or family member, which is more likely to show true market price.

non-arm's length regulatory

"incorrectly stated that its acquisition transaction ... constituted a Non-Arm's Length transaction"

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.

tsx venture exchange regulatory

"as defined under the policies of the TSX Venture Exchange (the "Exchange")"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

nsr royalty financial

"A 0.5% NSR royalty retained by the Vendor on future production"

A net smelter return (NSR) royalty is a payment to a rights holder equal to a fixed percentage of the money a mine actually receives from selling refined metal, after the costs of turning ore into a saleable product are taken out. Think of it like a toll collected on each shipment after it’s been cleaned and sold. For investors, NSR royalties matter because they create a steady revenue stream with lower operational risk for the royalty holder, while reducing the owner-operator’s share of project cash flow and affecting project valuation.

statutory four-month hold period regulatory

"will remain subject to a statutory four-month hold period in accordance with applicable securities laws"

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.

forward-looking statements regulatory

"Disclaimer for Forward-Looking InformationCertain statements in this release are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 is issuing a correction to its news release dated November 27, 2025, in which the Company incorrectly stated that its acquisition transaction with Nevada Hills Gold LLC (the "Vendor") constituted a Non-Arm's Length transaction.

The Company confirms that the transaction is in fact an Arm's Length transaction, as defined under the policies of the TSX Venture Exchange (the "Exchange"). The prior disclosure referencing the transaction as Non-Arm's Length was included in error and the result of an administrative oversight during the preparation of the original release.

Americore wishes to clarify that:

The Company and the Vendor do not share common directors, officers, control persons, or other insider relationships that would cause the transaction to be considered Non-Arm's Length under Exchange policies.

The transaction remains structured under the previously announced amended commercial terms, including:

• US$100,000 cash and 250,000 common shares, issued on Exchange approval of the transaction;
• US$100,000 cash and 250,000 common shares, issued 15 months following Exchange approval;
• A 0.5% NSR royalty retained by the Vendor on future production;
• The potential for an NSR buy-back right to be negotiated in the future, subject to Exchange policies.

No finder's fees are payable in connection with this transaction, and all securities issued will remain subject to a statutory four-month hold period in accordance with applicable securities laws and Exchange policies.

Apart from the correction to the nature of the transaction, all other information and material commercial terms disclosed in the original and amended press releases remain unchanged. Americore regrets the error and confirms that internal disclosure controls have been reviewed to prevent similar administrative inaccuracies in the future.

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/276205

FAQ

What did Americore (AMCOF) correct on November 27, 2025 about the Nevada acquisition?

Americore corrected that the deal with Nevada Hills Gold LLC is an arm's-length transaction, not non-arm's-length.

What are the payment terms of Americore's Nevada claim acquisition (AMCOF)?

Total consideration is US$200,000 plus 500,000 common shares: half paid on Exchange approval and half 15 months later.

What royalty did Americore agree to on the Nevada property (AMCOF)?

The vendor retains a 0.5% NSR royalty on future production, with a possible future NSR buy-back subject to Exchange rules.

Will shares issued in the Americore (AMCOF) acquisition be restricted?

Yes. All securities issued are subject to a statutory four-month hold period under applicable securities laws.

Does the Americore (AMCOF) correction change the commercial terms of the acquisition?

No. The company confirmed all previously disclosed commercial terms remain unchanged aside from the arm's-length clarification.

Did Americore (AMCOF) pay any finder's fees for the Nevada acquisition?

No. The company stated that no finder's fees are payable in connection with this transaction.