Spartacus Metals Announces Sale of Red Lake Property to Great Bear Resources for C$250,000 and a 2.0% NSR

Rhea-AI Summary

Spartacus Metals (TSXV: SPAR) agreed to sell its Red Lake property to Great Bear Resources for C$250,000 plus a royalty. The Kinross Gold subsidiary will acquire 586 claims covering approximately 11,913 hectares. Spartacus will receive a 2.0% net smelter returns royalty on minerals produced and sold after closing; Great Bear may buy back half for US$1,000,000.

Great Bear will assume post-closing obligations under existing gross sales royalties. The sale also relieves Spartacus of near-term assessment work requirements. Completion requires TSX Venture Exchange approval and shareholder approval if required by the exchange. Spartacus expects closing on or before December 15, 2026, unless extended. It will retain its 36-claim Red Lake E block and other exploration properties, alongside its existing 2.5% royalty on four claims sold in 2024. No shares will be issued and no finder's fee is payable.

Positive

• Minor point. Forward-looking: it has not happened yet and may not happen.Red Lake sale provides C$250,000 cash, payable within three business days following closing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Retained 2.0% net smelter returns royalty covers minerals produced and sold from the property after closing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Great Bear assumes post-closing obligations under the property's two existing 2.0% gross sales royalty arrangements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Property sale relieves Spartacus of near-term assessment work requirements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Royalty protection extends to ground Great Bear or affiliates let lapse and reacquire within two years.

4 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Claim-abandonment provisions give Spartacus a right to reclaim affected claims for nominal consideration.
• Minor pointTransaction involves no new Spartacus securities, avoiding transaction-related share dilution.
• Minor pointTransaction carries no finder's fee.
• Minor point. Forward-looking: it has not happened yet and may not happen.Spartacus plans to use proceeds for exploration of remaining properties and evaluation of new opportunities.

Negative

• Minor pointCompletion requires TSX Venture Exchange approval and shareholder approval if the exchange requires it.
• Minor point. Forward-looking: it has not happened yet and may not happen.Great Bear may reduce Spartacus's royalty to 1.0% by paying US$1,000,000 at any time.

News Explained

The C$250,000 cash payment is due only after closing, not when the agreement is signed.

In the pending sale to Great Bear, the signed agreement gives Spartacus a right to elect to take back claims Great Bear plans to abandon: Great Bear must give 60 days' notice, and Spartacus has 30 days after notice to elect a transfer for nominal consideration, on an “as is” basis. The NSR also extends to property Great Bear or its affiliates allow to lapse and reacquire within two years.

Spartacus intends to use the sale proceeds for exploration of its remaining properties, evaluating new opportunities and general working capital.

Key Figures

Cash consideration: C$250,000 Net smelter returns royalty: 2.0% NSR buyback: US$1,000,000 for 1.0% +3 more

Cash consideration

C$250,000

Payable within three business days following closing

Net smelter returns royalty

2.0%

Granted to Spartacus on the Red Lake Property

NSR buyback

US$1,000,000 for 1.0%

GBR may buy back one-half of the NSR, reducing it to 1.0%

Claims sold

586 claims

Red Lake Property

Existing gross sales royalties

Two 2.0% royalties

GBR will assume the existing royalty obligations arising after closing

Expected closing deadline

On or before December 15, 2026

Outside date under the Purchase Agreement, unless extended

Key Terms

net smelter returns royalty, gross sales royalties, unpatented mining claims

3 terms

net smelter returns royalty financial

"2.0% net smelter returns royalty (the "NSR") on all minerals produced and sold"

A net smelter returns (NSR) royalty is a contractual right to receive a percentage of the revenue generated from mined minerals after the ore has been processed and sold, with common deductions for refining, smelting and transport costs. Think of it like a landlord taking a slice of a tenant’s monthly sales after the tenant pays basic operating bills. Investors care because an NSR affects the future cash flow and valuation of a mining project and shifts some upside and downside risk away from the operator to the royalty holder.

gross sales royalties financial

"two existing 2.0% gross sales royalties"

Royalty payments calculated as a percentage (or fixed amount) of gross sales are fees owed to a rights holder based on the total revenue from the sale of licensed products or services before subtracting costs, discounts, returns, taxes, or other deductions. The exact sales included, timing of payment, and any exclusions or thresholds are set by the contract: the phrase signals that the royalty base is the top-line sales figure rather than a net-profit or net-sales measure, which typically yields higher and simpler-to-audit payments. Variations in what counts as “gross sales” (for example whether product returns, taxes, or intercompany transfers are excluded) must be read from the specific agreement.

unpatented mining claims technical

"586 unpatented mining claims covering approximately 11,913 hectares"

A claim to minerals on public land where the holder has the right to explore and extract resources but does not own the surface or the underlying land title. Like renting a plot to dig for treasure while the government still owns the ground, these claims give producers potential access to valuable ore but carry extra risks — they can require permits, be contested or lost, and often complicate financing and company valuation for investors.

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Company retains a 2.0% NSR on the 586 claims and continues to hold its 36-claim Red Lake E block

HIGHLIGHTS

• Spartacus has entered into a definitive purchase and sale agreement to sell 586 of its Red Lake mining claims in northwestern Ontario to Great Bear Resources Ltd., a wholly-owned subsidiary of Kinross Gold Corporation.
• Consideration of C$250,000 in cash plus a 2.0% net smelter returns royalty (NSR) granted to Spartacus on the property.
• GBR may buy back one-half of the NSR (1.0%) at any time for US$1,000,000, leaving Spartacus with a 1.0% NSR.
• GBR will assume the two existing 2.0% gross sales royalties on the Red Lake Property.

Vancouver, British Columbia--(Newsfile Corp. - November 13, 2026) - Spartacus Metals Inc. (TSXV: SPAR) (formerly Dixie Gold Inc.) ("Spartacus" or the "Company") is pleased to announce that it has entered into a purchase and sale agreement dated November 11, 2026 (the "Purchase Agreement") with Great Bear Resources Ltd. ("GBR"), a wholly-owned subsidiary of Kinross Gold Corporation (TSX: K) (NYSE: KGC), pursuant to which the Company has agreed to sell to GBR its 100% interest in 586 unpatented mining claims covering approximately 11,913 hectares in the Red Lake Mining District of northwestern Ontario (the "Red Lake Property"), in exchange for C$250,000 in cash and a 2.0% net smelter returns royalty on the Red Lake Property (the "Transaction").

TRANSACTION TERMS

Under the Purchase Agreement, GBR will acquire all of the Company's right, title and interest in the Red Lake Property, free and clear of all encumbrances other than the Existing Royalties (as defined below). In consideration, GBR will:

• pay the Company C$250,000 in cash within three business days following closing; and
• at closing, grant the Company a 2.0% net smelter returns royalty (the "NSR") on all minerals produced and sold from the Red Lake Property after closing.

GBR may, at any time, purchase one-half of the NSR (being 1.0%) for US$1,000,000, which would reduce the NSR to 1.0%. The NSR will run with the land and will extend to any ground within the Red Lake Property that GBR or its affiliates allow to lapse and re-acquire within two years. GBR must give the Company at least 60 days' notice before abandoning any claim, and the Company may, by written notice within 30 days of GBR's notice, elect to have the affected claims transferred back to it for nominal consideration on a "where is, as is" basis.

Each of the claims comprising the Red Lake Property are subject to one of two existing 2.0% gross sales royalties held by an arm's length third party (the "Existing Royalties"). At closing, GBR will assume the Company's obligations under the Existing Royalties arising from and after closing, as they relate to the Red Lake Property.

CONDITIONS AND CLOSING

Completion of the Transaction is subject to customary conditions, including receipt of the approval of the TSX Venture Exchange (the "Exchange") and, if required by the Exchange, the approval of the Company's shareholders, which may be obtained at a meeting of shareholders or, if accepted by the Exchange, by written consent of holders of more than 50% of the Company's outstanding common shares. The Company does not expect that shareholder approval will be required, as the Transaction does not constitute a sale of more than 50% of the Company's assets, business or undertaking. Following closing, the Company will continue as a multi-property exploration company and will retain its Pickle Crow East Gold Project (344 claims, approximately 6,915 hectares) and Soo East Copper Project (316 claims, approximately 6,855 hectares) in Ontario, its 36-claim Red Lake E block, its Phoenix and Torp lithium leases in the Northwest Territories and Nunavut, the 2.0% NSR on the Red Lake Property and its existing 2.5% NSR on four claims sold to GBR in 2024. The Transaction also relieves the Company of near-term assessment work requirements on the Red Lake Property. The final determination of whether shareholder approval is required rests with the Exchange. Closing is expected to occur on or before December 15, 2026, the outside date under the Purchase Agreement, unless extended by the parties.

GBR is at arm's length to the Company. No securities of the Company will be issued, and no finder's fee is payable, in connection with the Transaction. The Transaction constitutes a Reviewable Disposition under Exchange Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets.

The Company intends to use the cash proceeds of the Transaction for exploration of its remaining properties, the evaluation of new opportunities and general working capital.

COMMENTARY

Rocco Tassone, Chief Executive Officer

"This transaction crystallizes value from our Red Lake claims while preserving meaningful exposure to future success on the ground through the 2.0% NSR. We believe a well-resourced operator in the district is well positioned to advance the property, and the cash proceeds strengthen our balance sheet as we focus on our remaining portfolio of properties."

- Rocco Tassone, Chief Executive Officer Spartacus Metals Inc.

AUTHORISATION

Approval & Release

This news release has been approved for release by the Board of Directors of Spartacus Metals Inc.

Rocco Tassone Chief Executive Officer & Corporate Secretary Spartacus Metals Inc.

INVESTOR & MEDIA CONTACTS T: 604.687.2038 E: rocco@gttventures.com.au

 

ABOUT

Spartacus Metals Inc. (TSXV: SPAR) is a publicly traded junior exploration company holding a portfolio of gold, copper and lithium exploration projects across Canada. For more information, please visit https://dixiegold.ca/.

01 GOLD Red Lake & Pickle Crow East Ontario, Canada Gold exploration claims at Red Lake (subject to the pending sale to GBR described above, with the Company retaining a 2.0% NSR) and at Pickle Crow East in northwestern Ontario.

02 COPPER Soo East Ontario, Canada Copper exploration claims staked in 2025 near Sault Ste. Marie, Ontario.

03 LITHIUM Phoenix & Torp NWT & Nunavut, Canada Lithium leases in the Northwest Territories and Nunavut, with historical assessment work on public record.

 

DISCLAIMER

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.

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements regarding: the completion of the Transaction and the timing thereof; the receipt of Exchange approval and, if required, shareholder approval; the payment of the cash consideration and the grant of the NSR; the potential exercise by GBR of its buy-back right; the assumption by GBR of the Existing Royalties; any future payments under the NSR; the intended use of the proceeds of the Transaction; and the Company's plans for its remaining properties. Words such as "intends", "expects", "plans", "proposes", "will", "may", "would", "potential" and similar expressions often identify forward-looking statements.

Forward-looking statements are based on the opinions, estimates and assumptions of management as of the date of this news release. These include assumptions that the conditions to closing of the Transaction will be satisfied or waived, that all required approvals will be obtained on a timely basis, and that general business, economic and market conditions will not change adversely. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These factors include: the failure to satisfy the conditions to closing of the Transaction, including the failure to obtain Exchange approval or any required shareholder approval, or to do so before the outside date; the termination of the Purchase Agreement in accordance with its terms; claims, proceedings or challenges, including by Indigenous groups or governmental authorities, affecting the Red Lake Property or its transfer; the risk that the Red Lake Property is never placed into production, in which case no payments would be made under the NSR; the Company's limited financial resources and need for additional financing; volatility in commodity prices and financial markets; the risks inherent in mineral exploration; and the other risks described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca.

Although the Company believes the assumptions underlying the forward-looking statements are reasonable, readers are cautioned not to place undue reliance on them. The Company does not undertake to update any forward-looking statements, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323839

FAQ

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What will Spartacus Metals receive for selling its Red Lake property?

Spartacus will receive C$250,000 in cash and a 2.0% net smelter returns royalty on minerals produced and sold after closing. Cash is payable within three business days following closing. Great Bear Resources may purchase half of the royalty for US$1,000,000, leaving Spartacus with 1.0%.

When is Spartacus Metals expected to close the Red Lake sale?

Spartacus expects closing on or before December 15, 2026, the agreement's outside date, unless the parties extend it. Completion requires TSX Venture Exchange approval and shareholder approval if required by the exchange.

How is Spartacus Metals protected if Great Bear abandons Red Lake claims?

Great Bear must give Spartacus at least 60 days' notice before abandoning a claim, and Spartacus may elect within 30 days of that notice to take the affected claims back for nominal consideration on a where-is, as-is basis. The royalty also covers ground Great Bear or its affiliates let lapse and reacquire within two years.

How could Spartacus Metals shareholders approve the Red Lake sale if approval is required?

Approval may be obtained at a shareholder meeting or, if accepted by the TSX Venture Exchange, through written consent from holders of more than 50% of outstanding common shares. Spartacus does not expect approval to be required because the sale does not constitute more than 50% of its assets, business or undertaking; the exchange makes the final determination.