Pegasus Resources Inc. Enters Purchase and Sale Agreement with Ashley Gold Corp. for Icefield Property

Rhea-AI Summary

Pegasus Resources Inc. (SLTFF) has entered into a purchase and sale agreement with Ashley Gold Corp. for the sale of its Icefield Property in British Columbia. The agreement, signed on March 19, 2025, includes the following key terms:

- Pegasus will receive 8 million common shares of Ashley Gold:

• 6 million shares upon signing, subject to hold periods ranging from 4 to 12 months
• 2 million shares within 60 days of receiving drill permits

The deal includes strategic benefits for Pegasus, including a seat on Ashley Gold's Board of Directors and the right to maintain a minimum 10% equity stake in Ashley Gold through participation in future financings. Ashley Gold will assume all royalty obligations under the original agreements with DG Resource Management from 2020.

Positive

• Monetization of non-core asset while maintaining strategic exposure through 8 million shares
• Secured board seat at Ashley Gold Corp, ensuring continued influence over property development
• Right to maintain minimum 10% equity stake in Ashley Gold through participation in future financings
• No finder's fees associated with the transaction, reducing transaction costs

Negative

• 6 million shares subject to lock-up periods of 4-12 months, limiting immediate liquidity
• 2 million shares contingent on receiving drill permits, adding uncertainty to full compensation

VANCOUVER, BC / ACCESS Newswire / March 20, 2025 / Pegasus Resources Inc. (TSX-V:PEGA)(Frankfurt:0QS0)(OTC Pink Sheet:SLTFF) (the "Company" or "Pegasus") is pleased to announce that it has entered into a purchase and sale agreement (the "Agreement") with Ashley Gold Corp. ("Ashley Gold") for the sale of the Icefield Property, located in British Columbia (the "Property"). This Agreement was signed on March 19, 2025, and no finders fees are associated with the transaction.

This strategic transaction underscores Pegasus' commitment to creating shareholder value by monetizing non-core assets while maintaining a strong focus on advancing its flagship uranium projects in the United States.

"Our agreement with Ashley Gold represents a significant step in unlocking value from the Icefield Property while allowing Pegasus to retain strategic exposure to its potential," commented Christian Timmins, CEO of Pegasus. "This deal supports our broader strategy of monetizing non-core assets to drive growth in our high-potential uranium portfolio in the U.S. With board representation and equity participation rights, Pegasus remains deeply engaged in the Property's future development."

Director Noah Komavli added, "This agreement not only secures Pegasus' continuing interest in the Icefield Property via share ownership and Board representation, but also reinforces our collaborative approach to exploration. We are confident that Ashley Gold's expertise will unlock the value of this asset, benefiting both companies and their shareholders. I look forward to working closely with Ashley Gold's management."

Agreement Highlights

Purchase Terms:

1. In accordance with the terms of the Agreement, Pegasus will receive 8,000,000 common shares of Ashley Gold (the "Shares") as follows:

(i) 6,000,000 Shares of Ashley Gold upon signing the Agreement, subject to Ashley Gold's filing requirements with the Canadian Securities Exchange.

All 6,000,000 Shares have the usual statutory four month and a day hold period, plus agreed contractual hold periods as follows:

1. 2,000,000 Shares with a contractual restriction of four (4) months from the date of issuance;

2. 2,000,000 Shares with a contractual restriction of eight (8) months from the date of issuance;

3. 2,000,000 Shares with a contractual restriction of twelve (12) months from the date of issuance; and

(ii) 2,000,000 Shares within 60 days of receiving drill permits for the Property.

2. Ashely Gold will grant Pegasus:

1. a seat on Ashley Gold's Board of Directors, ensuring direct influence and oversight of the Property's progress; and

2. the right to participate in future Ashley Gold financings to maintain a minimum of a 10% equity stake in Ashley Gold.

3. Royalty Provisions: Ashley Gold shall assume the entirety of the royalty obligations of Pegasus under its original option agreement and royalty agreement with DG Resource Management Ltd., the original vendor of the Property to Pegasus in 2020.

About the Icefield Property

Gold Mountain Highlights

Location: Early-stage gold-silver property ~50 km NW of Golden, BC, covering 1,863 ha.

Historical Results:

• North Showing: Grab sample returned 4.87 g/t Au, 710 g/t Ag, and 1.89% Cu (Allen, 1982)

• South Showing: Peak values of 30.3 g/t Au, 13,301 g/t Ag, and 32.54% Cu (Allen, 1982)

• 1984 Drilling (Parr, 1984): Notable intervals include:

  • 4.14 m - 57.62 g/t Au, 7,349.5 g/t Ag, 16.5% Cu, and 8.74% Pb (Drillhole A)

  • 4.85 m - 29.99 g/t Au, 6,711.3 g/t Ag, 11.0% Cu, and 14.53% Pb (Drillhole B)

• 2020-2021 Exploration: The Ag-Au-Pb-Zn-Cu-Sb mineralized system at Gold Mountain described in a prior news release (see January 13, 2021 and January 4, 2022 news release)

  • Five samples returning 1,000 to 6,670 g/t Ag

  • Eight samples returning 1,260 to 8,220 ppm Sb

  • Seven samples returning 1.55 to 13.1% Zn

Vertebrae Ridge Highlights

Location: Early-stage copper-polymetallic property ~80 km NW of Golden, BC, covering 5,324 ha.

• 2020/2021 Exploration (see January 13, 2021 and December 14, 2021 new releases):

  • Crest Zone: 4,000+ m strike, peak assays of 29% Cu, 28.6% Pb, 7.77% Zn, and 360 g/t Ag.

  • Barrel Zone: 1,500+ m strike, average 0.87% Cu, peak assay of 5.06% Cu.

  • Barrel Zone North: 650+ m strike, average 5.3% Cu and 8.1 g/t Ag, peak values of 35.5% Cu and 96.7 g/t Ag.

  • Cannon Zone: 500 m width by 1,100+ m strike, average 1.03% Cu with peaks of 3.55% Cu and 4.22 g/t Au.

• Geology: The polymetallic mineralization at Vertebrae Ridge is associated with quartz-carbonate veins that cross-cut altered limestones and dolostones. The widespread high-grade copper and silver assays, along with anomalous concentrations of associated elements such as arsenic, mercury, and antimony, suggest a geologically complex system with significant exploration upside.

Punch Bowl Highlights

Location: Early-stage gold property ~90 km NW of Gold Mountain, covering 1163 ha.

Historical Results:

• Historic assays up to 80 oz/t Au (1960s).

• Numerous high-grade veins confirmed during 1987/1989 exploration.

2021 Exploration (see January 4, 2022 news release):

• Discovered a new copper-mineralized zone approximately 2.5 km southeast of the main gold zone.

• 37 samples were collected, with six samples returning copper values greater than 0.1% and up to 1.68% Cu.

2023 Exploration Program (see December 7, 2023 news release):

• Conducted an abbreviated late-fall program due to forest fire activity across Canada.

• 25 rock samples collected, with the following results:

  • Seven samples returned greater than 0.13 g/t Au.

  • Three standout gold values: 4.70 g/t Au, 3.87 g/t Au, and 1.61 g/t Au.

• Extended the strike length of a gold-bearing quartz vein set to approximately 200 meters.

• Identified previously unsampled mineralized quartz veins on McGillivray Ridge.

• Targeted pyrite-bearing quartz veins within recessive phyllitic lenses, historically returning up to 573.7 g/t Au (Shaw, 1989).

Pegasus's Vision for Growth

Pegasus remains committed to responsible exploration and delivering shareholder value through the advancement of its uranium projects in Utah and strategic partnerships like this one.

NI 43-101 Disclosure

The technical information in this news release was prepared and/or reviewed by Nathan Schmidt., P.Geo., a Qualified Person as defined in National Instrument 43-101. Mr. Schmidt is registered as a Professional Geoscientist with Engineers Geoscientists of British Columbia (#48336) and an employee of Dahrouge Geological Consulting Ltd. (Permit to Practice #1003035).

Some results discussed in this document are historical. Pegasus Resources nor the qualified person have performed sufficient work or data verification of the historical data. Historical Ag and Au results from Gold Mountain were presented in original documentation as troy oz/short ton and were converted to g/t using conversion of 34.28. Although the historical results may not be reliable, the Company nevertheless believes that they provide an indication of the 'Project's potential and are relevant for any future exploration program.

About Pegasus Resources Inc.
Pegasus Resources Inc. is a diversified junior Canadian mineral exploration company advancing high-potential uranium projects in Utah, USA. The Company remains committed to responsible exploration and creating value for its shareholders.

On Behalf of the Board of Directors:

Christian Timmins
President, CEO and Director
Pegasus Resources Inc.
700 - 838 West Hastings Street
Vancouver, BC V6C 0A6
PH: 1-403-597-3410

X: https://twitter.com/MrChris_Timmins
X: https://twitter.com/pegasusresinc
E: info@pegasusresourcesinc.com

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

Disclaimer for Forward-Looking Information

This news release contains certain information that may be deemed "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking information contained in this press release may include, without limitation, statements regarding creation of value for Company shareholders, including value derived from its transaction with Ashley Gold and the results of operations.

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.

The forward-looking information contained in this press release represents the expectations of Pegasus as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Pegasus may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE: Pegasus Resources, Inc.

View the original press release on ACCESS Newswire

FAQ

What are the key terms of Pegasus Resources (SLTFF) sale of Icefield Property to Ashley Gold?

Pegasus will receive 8M shares of Ashley Gold - 6M upon signing (with hold periods) and 2M after drill permits, plus a board seat and right to maintain 10% equity stake.

How many shares will SLTFF receive immediately from the Icefield Property sale?

6 million shares upon signing, distributed equally with 4, 8, and 12-month contractual hold periods.

What strategic benefits does SLTFF retain in the Icefield Property sale?

A board seat at Ashley Gold, minimum 10% equity stake rights, and continued exposure through share ownership.

When will SLTFF receive the remaining 2 million shares from Ashley Gold?

Within 60 days of Ashley Gold receiving drill permits for the Icefield Property.

What happens to the existing royalty obligations for SLTFF's Icefield Property?

Ashley Gold assumes all royalty obligations under the original agreements with DG Resource Management from 2020.