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Pure Energy Minerals Enters into LOI to Acquire Railroad Valley Lithium Brine Property in Nevada

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(Neutral)

Pure Energy Minerals (OTCQB: PEMIF, TSXV: PE) has entered into a non-binding letter of intent dated August 20, 2026, to acquire a 100% interest in Ameriwest Critical Metals’ Railroad Valley lithium brine Property in Nye County, Nevada.

The Property comprises 213 unpatented mineral claims/b) covering a prospective lithium brine target in the Railroad Valley basin. As consideration at closing, Pure Energy will issue to Ameriwest at a deemed price equal to the lowest level allowed under TSX Venture Exchange policies and will grant Ameriwest (or its designee) a 2.0% net smelter returns royalty on the claims, including a 1‑mile area of influence around the current boundary. According to Pure Energy, the parties aim to sign a definitive agreement within 30 days, with regulatory approvals, including TSXV approval, anticipated within 90 days and final transfer of the claims targeted within 30 days after closing.

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Positive

  • 100% interest LOI to acquire Railroad Valley lithium brine Property
  • 213 mineral claims in Nevada’s Railroad Valley lithium brine basin targeted for acquisition

Negative

  • 8,000,000 new shares to be issued to Ameriwest as consideration
  • 2.0% NSR royalty granted to Ameriwest with 1‑mile area of influence
  • Transaction remains a non-binding LOI and is subject to TSXV and other regulatory approvals

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Vancouver, British Columbia--(Newsfile Corp. - August 24, 2026) - Pure Energy Minerals Limited (TSXV: PE) (OTCQB: PEMIF) ("Pure Energy" or "the Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated August 20, 2026, with Ameriwest Critical Metals Inc. (CSE: AWCM) (OTCQB: AWLIF) (FSE: 5HV) ("Ameriwest"). Under the terms of the LOI, Pure Energy will acquire a 100% interest in Ameriwest's Railroad Valley Property (the "Property") located in Nye County, Nevada.

The Property consists of 213 unpatented mineral claims covering a prospective lithium brine target in the prospective Railroad Valley basin.

Terms of the Transaction

Upon closing, consideration for the Transaction will consist of the following:

  1. Share Consideration: Pure Energy will issue 8,000,000 common shares of the Company to Ameriwest at a deemed price per share equal to the lowest price permitted under the policies of the TSX Venture Exchange (the "TSXV").
  1. Royalty: Pure Energy will grant a 2.0% Net Smelter Returns (NSR) royalty in favor of Ameriwest (or its designee) on the claims, which will include an area of influence extending 1-mile perimeter beyond the existing property boundary

Following the execution of the LOI, Pure Energy and Ameriwest will work in good faith toward negotiating and executing a definitive agreement (the "Definitive Agreement") within 30 days. The transaction is subject to regulatory approval, including the approval of the TSXV. Regulatory approvals are anticipated within 90 days, with final transfer of the Property claims to be completed within 30 days following closing.

William Morton, CEO of Pure Energy, commented: "The acquisition of the Railroad Valley Property is a natural fit for Pure Energy as we continue to expand our footprint in Nevada's premier lithium basins. We look forward to working closely with Ameriwest to finalize the definitive agreement and welcome them as a significant shareholder in Pure Energy."

About Pure Energy

Pure Energy is a TSX Venture Exchange-listed mineral exploration company transitioned toward a new phase of corporate growth. Following the successful option-out of its Clayton Valley Project, the Company is currently focused on the evaluation of new strategic prospects. The Company is committed to a disciplined acquisition strategy aimed to create long-term shareholder value.

On behalf of the Board of Directors,

"William Morton"
President and CEO, Pure Energy Minerals Limited

CONTACT:

Pure Energy Minerals Limited (www.pureenergyminerals.com)
Email: info@pureenergyminerals.com
Telephone – 604 608 6611

Cautionary Statements and Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the 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.

These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Offering may not close as anticipated or at all, that the Company may not receive the required regulatory approvals, that unforeseen events may cause the Company to reallocate the proceeds of the Offering, that the Company will not grow the Company, advance the development of resources and that the Company will not create shareholder value.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/310918

FAQ

What did Pure Energy Minerals (PEMIF) announce on August 24, 2026?

Pure Energy Minerals announced a non-binding LOI to acquire 100% of Ameriwest’s Railroad Valley lithium brine Property in Nevada. According to Pure Energy, the Property includes 213 unpatented mineral claims in the Railroad Valley basin, subject to customary definitive agreements and regulatory approvals.

What are the terms of Pure Energy Minerals’ share consideration to Ameriwest for the Railroad Valley Property?

At closing, Pure Energy plans to issue 8,000,000 common shares to Ameriwest as consideration. According to Pure Energy, these shares will be priced at the lowest level permitted under TSX Venture Exchange policies, instead of using a fixed cash payment structure.

What royalty will Ameriwest receive in the Pure Energy Minerals Railroad Valley acquisition (PEMIF)?

Ameriwest will receive a 2.0% net smelter returns (NSR) royalty on the Railroad Valley claims. According to Pure Energy, this NSR will also cover an area of influence extending one mile beyond the existing property boundary, affecting future production economics from the Property.

When is Pure Energy Minerals expected to sign the definitive agreement for the Railroad Valley Property?

Pure Energy and Ameriwest plan to negotiate and execute a definitive agreement within 30 days of the LOI. According to Pure Energy, this definitive agreement will replace the non-binding LOI and formalize the detailed terms of the Railroad Valley Property acquisition.

What regulatory approvals are required for Pure Energy Minerals’ acquisition of the Railroad Valley lithium Property?

The transaction requires regulatory approvals, including approval from the TSX Venture Exchange. According to Pure Energy, these approvals are anticipated within about 90 days, with final transfer of the Property claims expected within 30 days following the closing of the transaction.

How many mineral claims are included in Pure Energy Minerals’ planned Railroad Valley acquisition in Nevada?

The Railroad Valley Property includes 213 unpatented mineral claims targeted in the acquisition. According to Pure Energy, these claims cover a prospective lithium brine target within Nevada’s Railroad Valley basin, aligning with the company’s focus on lithium-bearing basins in the state.