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Ameriwest Critical Metals To Sell Its Railroad Valley Property, NV To Pure Energy Minerals

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Ameriwest Critical Metals (OTCQB:AWLIF) signed a non-binding letter of intent with Pure Energy Minerals to sell its Railroad Valley Property, comprising 213 unpatented lithium brine mineral claims in Nye County, Nevada.

Upon closing of the proposed transaction, Pure Energy would issue 8,000,000 common shares to Ameriwest at a deemed price equal to the lowest level permitted by TSXV policies and grant a 2.0% net smelter returns royalty on the claims, including a 1-mile area of influence.

The parties aim to execute a definitive agreement within 30 days, seek regulatory approval within 90 days, and transfer the property within 30 days of closing. The transaction remains subject to regulatory approval and final documentation.

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Positive

  • Proposed consideration includes 8,000,000 Pure Energy common shares for the Railroad Valley Property
  • Ameriwest would retain a 2.0% net smelter returns royalty on the claims plus a 1-mile area of influence
  • Ameriwest could become a major shareholder of Pure Energy, adding equity exposure alongside the royalty

Negative

  • Transaction is based on a non-binding letter of intent and may not close
  • Completion is contingent on regulatory approval and execution of a definitive agreement within targeted timelines
  • Ameriwest would divest its direct ownership of the Railroad Valley lithium brine exploration target

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VANCOUVER, BC / ACCESS Newswire / August 24, 2026 / Ameriwest Critical Metals Inc. (CSE:AWCM)(OTCQB:AWLIF)(FSE:5HV) ("Ameriwest" or the "Company") is pleased to announce that the Company has signed a non-binding letter of intent (the "LOI") with Pure Energy Minerals Limited ("Pure Energy") to sell Ameriwest's Railroad Valley Property (the "Property") to Pure Energy. The Property presently consists of 213 unpatented mineral claims located in Nye County, Nevada, and hosts a lithium brine exploration target.

Upon closing of the purchase and sale of the mineral claims comprising the Property (the "Transaction"), Pure Energy has agreed to (a) issue 8,000,000 common shares to Ameriwest at a deemed price per share equal to the lowest price permitted by the policies of the TSXV Venture Exchange (the "TSXV"), and (b) grant a 2.0% net smelter returns royalty in favor of Ameriwest or its designee on the claims, including an area of influence within a 1-mile perimeter of the boundary of the claims.

Following the execution and delivery of the LOI, Ameriwest, Pure Energy and their respective subsidiaries will work diligently and in good faith to negotiate the terms and conditions of a definitive agreement in respect of the Transaction (the "Definitive Agreement") to be executed within 30 days and to obtain regulatory approval of the Transaction within 90 days. Upon the closing of the Transaction, Ameriwest shall use commercially reasonable efforts to complete the transfer of its interest in the Property to Pure Energy within 30 days. The Transaction is subject to regulatory approval.

David Watkinson, President and CEO of Ameriwest, stated, "This transaction places Railroad Valley with Pure Energy, a company experienced in advancing lithium brine properties. SLB (formerly Schlumberger) recently completed an earn-in option on Pure Energy's Clayton Valley Property, NV following successful testing of its direct lithium extraction (DLE) technology. SLB is a major shareholder in Pure Energy, and Ameriwest will also become a major shareholder and retain long-term upside from the royalty on the Property."

Qualified Person Statement

David Watkinson, P.Eng., a non-independent qualified person under NI 43-101, has reviewed and approved the scientific and technical information contained in this news release. Mr. Watkinson is the CEO and a director of Ameriwest.

About Ameriwest Critical Metals Inc.

Ameriwest is an exploration company focused on identifying and advancing strategic critical mineral projects for exploration and resource development. The Company is currently advancing its Bornite copper-gold-silver property in Oregon, its Xeno rare earth property in British Columbia, and its Thompson Valley lithium clay property in Arizona. Ameriwest also owns a lithium clay property in Clayton Valley, Nevada,

For more information on the Company, investors should review the Company's filings available at www.ameriwestcriticalmetals.com or www.sedarplus.ca.

On Behalf of the Board of Directors

David Watkinson
Chief Executive Officer and Director

For further information, please contact:

Ameriwest Critical Metals Inc.
Tel: (416) 918-6785
Email: info@ameriwestcriticalmetals.com

The Canadian Securities Exchange has not in any way passed upon the merits of the matters referenced herein and has neither approved nor disapproved the contents of this news release.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable securities laws. Forward‐looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", and similar expressions. Forward-looking information in this news release includes, but is not limited to, statements regarding the LOI, the Definitive Agreement and the Transaction, and the fact that the Transaction is subject to certain conditions and may not be successfully completed. Such forward-looking information is based on a number of material factors and assumptions, including, without limitation, the Company's ability to negotiate the Definitive Agreement; the receipt of any required permits and approvals; and the Company's ability to carry out its exploration plans as currently contemplated. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including risks relating to market conditions, and the availability of financing and services. The Company believes the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that such expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company's expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information except as required by applicable securities legislation.

SOURCE: Ameriwest Critical Metals



View the original press release on ACCESS Newswire

FAQ

What did Ameriwest Critical Metals (OTCQB:AWLIF) announce on August 24, 2026?

Ameriwest announced a non-binding letter of intent to sell its Railroad Valley Property in Nevada to Pure Energy Minerals. According to Ameriwest, the property includes 213 unpatented lithium brine mineral claims in Nye County and would be exchanged for shares and a royalty interest.

What are the key terms of Ameriwest's proposed sale of the Railroad Valley Property to Pure Energy Minerals (AWLIF)?

Under the LOI, Pure Energy would issue 8,000,000 common shares to Ameriwest and grant a 2.0% net smelter returns royalty. According to Ameriwest, the royalty also covers an area of influence within one mile of the property boundary, subject to transaction closing.

When are the definitive agreement and regulatory approvals expected for Ameriwest's Railroad Valley sale (AWLIF)?

Ameriwest and Pure Energy plan to negotiate and sign a definitive agreement within 30 days and seek regulatory approval within 90 days. According to Ameriwest, transfer of the property would occur within 30 days of closing, and the transaction remains subject to regulatory approval.

What royalty will Ameriwest Critical Metals retain on the Railroad Valley Property after the proposed sale?

Ameriwest would retain a 2.0% net smelter returns royalty on the Railroad Valley claims if the transaction closes. According to Ameriwest, this royalty also applies to an area of influence extending one mile from the boundary of the mineral claims involved.

How does the proposed Railroad Valley sale fit Ameriwest Critical Metals' (AWLIF) project strategy?

The proposed sale would shift Ameriwest’s exposure at Railroad Valley from direct ownership to equity and royalty interests. According to Ameriwest, the company continues to advance other critical mineral projects, including Bornite in Oregon, Xeno in British Columbia, and Thompson Valley in Arizona.

Will Ameriwest Critical Metals become a shareholder of Pure Energy Minerals through this transaction?

If the transaction closes as outlined, Ameriwest would receive 8,000,000 Pure Energy common shares and become a significant shareholder. According to Ameriwest, this equity position, combined with the royalty, is expected to provide long-term upside tied to the property’s future development.