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Brookmount Gold Terminates Provisional Agreement to Acquire Principal Solar; Moves Forward with Incorporation of Subsidiary to Effect Spin Off of North American Assets

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Brookmount Gold (OTC:BMXI) has terminated its previously announced Memorandum of Understanding to acquire Principal Solar (OTC:PSWW). Instead, the company will establish a new Nevada subsidiary to facilitate the spin-off of its North American properties through a share-based special dividend structure.

Under the new arrangement, Brookmount and its shareholders will maintain 100% equity ownership of the North American properties through the spin-off process. The restructured approach aims to increase flexibility for a future listing of these assets on a recognized exchange. The company believes this bifurcation of Indonesian and North American operations will enhance overall group value.

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Positive

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Negative

  • Termination of previously announced acquisition agreement with Principal Solar
  • Additional time required for incorporation and structuring of new Nevada subsidiary

News Market Reaction

+6.02%
1 alert
+6.02% News Effect

On the day this news was published, BMXI gained 6.02%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

RENO, NEVADA / ACCESS Newswire / August 25, 2025 / Brookmount Gold (sic. Brookmount Explorations Inc.) (OTC:BMXI), The Board of Directors of Brookmount Gold, a gold exploration and production company, today confirmed that, through the due diligence process, it has terminated the previously announced Memorandum of Understanding to acquire the shares of Principal Solar, Inc (OTC ID: "PSWW"). Instead of acquiring a public vehicle to effect the spin off and recapitalization of its North American properties, The Company is now incorporating a new subsidiary in Nevada which will acquire the properties through an issue of new shares to its existing shareholders, effectively constituting the share based "special dividend" referenced in previous announcements. Through this structure, Brookmount and its shareholders will retain 100% of the equity of its North American properties through the spin off process and increase flexibility for a subsequent listing of those assets on a recognized exchange.

In announcing this decision, Brookmount CEO Nils Ollquist commented: "The Board took the decision to restructure the spin off in this way after considering feedback from our stakeholders on the cost and risk factors of an independent vehicle acquisition, in addition to the desire to maximise the retained equity interest of our shareholders in the restructured vehicle. Our Board continues to believe that bifurcating the equity interest of the Indonesian and North American operations will significantly increase the overall value of the Group, particularly given our strategy to seek listing of the North American subsidiary shares following closing of the spin off process. By utilizing this structure, we can ensure that existing shareholders of Brookmount can profit through direct ownership in both entities."

About Brookmount Gold

Founded in 2018, Brookmount Gold is a high-growth gold-producing company quoted on OTC Markets in the United States (OTC: BMXI). With producing gold mines in Southeast Asia and exploration and development properties in North America, the Company is also focused on acquiring and developing additional high-quality gold and rare earth mineral assets with JORC/NI 43-101 verified resources.

Safe Harbor Statements:

Except for the historical information contained herein, certain of the matters discussed in this communication constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "anticipate," "estimate," "expect," "predict," "project," "future," "potential," "intend," "seek to," "plan," "assume," "believe," "target," "forecast," "goal," "objective," "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward- looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed license, expected synergies, anticipated future financial and operating performance and results, including estimates of growth. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Brookmount's common stock. All such factors are difficult to predict and are beyond our control. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulations.

Investor Relations Contact:

info@chesapeakegp.com

Tel # 410 8253930
Website: https://www.brookmountgold.com

Corporate Contact:
corporate@brookmountgold.com

Social Links: Brookmount Gold X (Formerly Twitter);
https://x.com/brookmountgold

SOURCE: Brookmount Explorations, Inc.



View the original press release on ACCESS Newswire

FAQ

What is the reason for Brookmount Gold (BMXI) terminating the Principal Solar acquisition?

Brookmount Gold terminated the agreement after considering stakeholder feedback on cost and risk factors, opting instead to incorporate a new Nevada subsidiary to maintain 100% shareholder equity in the North American assets.

How will the BMXI spin-off of North American assets be structured?

The spin-off will be executed through a newly incorporated Nevada subsidiary, with shareholders receiving new shares as a special dividend, allowing them to maintain 100% equity ownership in both the Indonesian and North American operations.

What are the benefits for BMXI shareholders in this new spin-off structure?

Shareholders will benefit from direct ownership in both entities, retain 100% equity in the North American assets, and potentially see increased overall value from the separation of Indonesian and North American operations.

What are Brookmount Gold's (BMXI) plans for the new North American subsidiary?

Following the completion of the spin-off process, Brookmount Gold plans to seek a listing of the North American subsidiary shares on a recognized exchange.

What assets does Brookmount Gold (BMXI) currently operate?

Brookmount Gold operates producing gold mines in Southeast Asia and holds exploration and development properties in North America, focusing on gold and rare earth mineral assets with JORC/NI 43-101 verified resources.
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