Medford, Wisconsin--(Newsfile Corp. - May 7, 2026) - GreenLight Metals Inc. (TSXV: GRL) (OTCQB: GRLMF) ("GreenLight" or the "Company") is pleased to announce that, through its wholly owned subsidiary Green Light Wisconsin LLC, it has signed a binding term sheet (the "Term Sheet") with a wholly owned subsidiary of Barrick Mining Corporation ("Barrick"), for a proposed staged earn-in and joint venture at GreenLight's Kalium Canyon gold project in Esmeralda County, Nevada (the "Property" or "Kalium Canyon").
Pursuant to the Term Sheet, Barrick may earn an initial 60% project-level equity interest by completing US$7.5 million in Qualifying Exploration Expenditures ("QEE"), limited to direct project costs, and making aggregate cash payments of US$1.0 million to GreenLight over a six-year Stage 1 earn-in period. Following Stage 1 vesting, the parties expect to implement the joint venture through a project company or other mutually agreed holding structure, with Barrick as operator. After the Stage 1 earn-in, Barrick may elect to earn an additional 10% interest by funding an additional US$12.0 million of QEE over a four-year Stage 2 earn-in period, and thereafter, Barrick may elect to earn up to an 80% aggregate interest by completing a pre-feasibility study on the Property at its sole cost within 48 months under a Stage 3 earn-in period. During the Stage 1 through 3 earn-in periods, all costs, expenditures, work programs, budgets and studies required to earn the additional interests, including costs related to any pre-feasibility study, will be funded solely by Barrick.
Although the Term Sheet is binding, the parties have not yet entered into a long form agreement. Completion and implementation of the long form agreement remain subject to, among other things, final documentation, applicable third-party notices, consents, waivers, and other customary conditions.
Matt Filgate, President & CEO of GreenLight, commented: "Securing a binding term sheet with Barrick is a significant validation of Kalium Canyon's geological potential. Barrick's technical team brings unmatched epithermal expertise in Nevada, and their track record of discovery and development success, including the world-class Fourmile discovery, makes them the ideal partner to advance the Property. The staged structure allows Barrick to fund exploration and any pre-feasibility work through to an 80% interest while preserving meaningful upside for GreenLight."
Summary of Key Commercial Terms
Binding Term Sheet and Long Form Documentation: The Term Sheet sets out the principal terms of a staged earn-in and joint venture and provides that the parties will further negotiate in good faith toward a long form ownership earn-in agreement. The Term Sheet provides that it is legally binding and enforceable and, if the long form agreement is not executed within three months after execution of the Term Sheet, that the Term Sheet will continue to govern unless superseded or terminated in accordance with its terms.
Stage 1 Earn-In to 60% Equity Interest:
Initial Earn-In. Barrick may earn an initial 60% equity interest by completing US$7.5 million in QEE, limited to direct project costs, and making aggregate cash payments of US$1.0 million to GreenLight over a six-year Stage 1 period, subject to limited day-for-day tolling in specified permitting delay circumstances. The Stage 1 period runs from the earlier of execution of the long form agreement and three months from execution of the Term Sheet.
Cash Payments: The US$1.0 million cash consideration consists of US$250,000 payable on the earlier of execution of the long form agreement and three months from execution of the Term Sheet, followed by six annual installments of US$125,000, with the final installment due on the sixth anniversary of signing.
Work Progression: The Stage 1 QEE progression requirements are US$750,000 in Year 1, US$1.0 million in Year 2, US$1.25 million in Year 3, US$1.25 million in Year 4, US$1.5 million in Year 5 and US$1.75 million in Year 6. Barrick is required to commence drilling within 180 days after receipt of the first drill permit, subject to extension to the next available field season where seasonal conditions reasonably prevent immediate mobilization.
Optional Stage 2 Earn-In to 70% Equity Interest: Following the Stage 1 earn-in vesting, Barrick may elect within 60 days to proceed to Stage 2 and earn an additional 10% equity interest, for an aggregate 70% interest, by completing an additional US$12.0 million of QEE over a four-year Stage 2 period. During each year of Stage 2, Barrick must complete at least US$1.0 million of QEE, and all Stage 2 expenditures, approved budgets and associated technical, environmental, permitting and study work will be funded solely by Barrick.
Optional Stage 3 Earn-In to 80% Equity Interest: Following the Stage 2 earn-in vesting, Barrick may elect within 60 days to proceed to Stage 3 and earn up to an aggregate 80% equity interest by completing a pre-feasibility study on the Property at its sole cost and expense within 48 months after such election. The pre-feasibility study must be prepared in accordance with accepted mining industry practice and at a standard sufficient to support public disclosure under applicable securities laws. All costs associated with the pre-feasibility study and related PFS-level work (collectively, "PFS Costs") will be funded solely by Barrick and will not be reimbursed by, recoverable from, charged to or dilutive of GreenLight. There is no earn-in right above 80%; any further increase in a party's interest would occur only through dilution under the joint venture.
Joint Venture Formation and Funding: After the Stage 1 earn-in vesting, the joint venture is expected to be implemented through a project company or another mutually agreed holding structure, with Barrick as operator. If Barrick elects to continue with the Stage 2 or Stage 3 earn-in, all costs, expenditures, work programs, approved budgets and studies used by Barrick to earn the additional interest, including all PFS Costs, will be funded solely by Barrick. GreenLight will not be required to fund Stage 2 or Stage 3 programs or budgets during Barrick's earn-in. PFS Costs will be funded solely by Barrick and will not be chargeable to, recoverable from or dilutive of GreenLight. Pro rata joint venture funding will commence only after Barrick has ceased the earn-in after vesting a lesser interest or has vested its 80% interest; however, PFS Costs will be funded solely by Barrick and will not be chargeable to, recoverable from or dilutive of GreenLight.
Termination and Earn-In Expiration: Barrick may discontinue its interest in exploring and developing the Property at any time. If Barrick terminates its rights under the agreement before the vesting of the Stage 1 earn-in, 100% of the project will remain with GreenLight, and Barrick will remain liable for specified accrued and minimum obligations, including the initial cash payment, any then-accrued installments, reimbursement of the 2026 BLM annual claims fees, the first US$750,000 of Stage 1 QEE or cash shortfall if not already satisfied, accrued reclamation, environmental and third-party obligations, and delivery of material project data and reports. If Barrick does not proceed with the Stage 2 or Stage 3 earn-ins, or the applicable earn-in right lapses or expires, Barrick will retain only its vested 60% or 70% interest, respectively.
Dilution and Automatic Exit: Following the earn-in period, dilution and default mechanics will apply under the joint venture. If GreenLight's interest is diluted below 10%, its interest will be automatically sold to the majority shareholder at fair market value, determined without minority discount, illiquidity/marketability discount or similar discount, and GreenLight will exit the joint venture.
About the Kalium Canyon Project
Location & Setting: Kalium Canyon lies in Esmeralda County, Nevada, within the Walker Lane trend-one of the United States' most prolific belts of volcanic-hosted epithermal systems-and sits inside the Silver Peak Caldera adjacent to its northeastern wall. The project area is underlain by Miocene volcanic rocks and structurally prepared northeast-trending faults typical of the district.
Land Package: The Property comprises 135 federal unpatented lode mining claims organized around two target areas: the historic Argentite prospect and the Kalium structural zone to the west. The total land position is approximately 2,758 acres (1,117 ha).
Deposit Model: Targets at Kalium Canyon best fit a low-sulfidation epithermal model characteristic of the Walker Lane trend. Regionally important epithermal systems in this belt include Aurora, Bullfrog, Comstock, Rawhide, Round Mountain and Tonopah.
Kalium Structural Zone (Western Block): Mapping and spectral work define a 1-2 km corridor of alunite-kaolinite ("steam-heated") alteration-an upper-system paleosurface that is consistent with a buried epithermal system. Rock samples from this steam-heated area are not anomalous in gold but show elevated mercury and arsenic pathfinders.
Argentite Prospect (Eastern Block): The main mineralized body, the Adit Zone, is a broad zone of gold-bearing quartz veins, breccia and stockwork hosted by variably silicified, argillic latite porphyry. Mapping traces the zone for approximately 2,000 ft (610 m) with widths locally up to 270 ft (82-83 m).
Historic Sampling & Drilling at Argentite: An 80-ft adit completed in 1947 with 167 ft of continuous chip sampling reportedly averaged 1.97 g/t Au; Camnor Resources later reported chip results including 50 ft at 3.74 g/t Au. Historical reverse-circulation drilling intersected broad mineralized intervals, including 270 ft at 0.86 g/t Au near the adit, with internal higher-grade sections such as 5 ft at 9.85 g/t Au.
The sampling and reverse-circulation drill intercepts summarized above are historical in nature. As set out in the Company's NI 43-101 technical report, the report author was unable to verify the underlying data, including original assay certificates, drill core or cuttings and complete logs, or confirm true widths. These results should not be treated as current and are provided for context only. See GreenLight's technical report on SEDAR+ at www.sedarplus.ca under the Company's profile: NI 43-101 Technical Report, Kalium Canyon, Goldfield Quadrangle, Esmeralda County, Nevada, USA; effective January 12, 2022; prepared by Aurora Geosciences Ltd. (Peter E. Bittenbender, CPG).
The technical information in this news release has been prepared in accordance with Canadian regulatory requirements as set out in National Instrument 43-101 - Standards of Disclosure for Mineral Projects and reviewed and approved by Thomas Quigley, MSc, CPG-11962, Exploration Director of the Company, a Qualified Person as defined by NI 43-101.
About GreenLight Metals Inc.
GreenLight is a Wisconsin-focused exploration company advancing copper-gold and gold projects across the Penokean Volcanic Belt-one of North America's most prospective VMS districts-and the Kalium Canyon epithermal gold project in Nevada's Walker Lane, which is subject to a binding term sheet for a proposed staged earn-in and joint venture with Barrick. In Wisconsin, GreenLight's portfolio includes the Bend copper-gold deposit, the Reef high-grade gold project, and the Lobo and Lobo East massive sulfide targets. Guided by a team with deep roots in the state, GreenLight is building a modern minerals company for Wisconsin, by Wisconsin-committed to responsible exploration, transparent engagement, and creating durable local opportunities as it helps supply the critical metals that power the energy transition.
For more information, please contact:
Matt FilgatePresident & CEO(778) 679-3579matt@greenlightmetals.com
Neither 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 news release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking statements"). All statements in this news release, other than statements of historical fact, are forward-looking statements and are based on the opinions and estimates of management as of the date hereof.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the expected negotiation, execution, timing and terms of a long form ownership earn-in agreement and any long-form joint venture documentation with Barrick; the binding nature and anticipated implementation of the Term Sheet; Barrick's ability or decision to complete cash payments, QEE, drilling, work programs, studies, claim maintenance activities, reimbursements and other obligations contemplated by the Term Sheet; Barrick's ability or decision to terminate or discontinue the arrangement, or to earn a 60%, 70% or 80% equity interest in the Property or any project company or other holding structure; the anticipated formation, governance, funding and operation of a joint venture, including Barrick's role as operator and its sole funding of Stage 2 and Stage 3 work programs and PFS Costs; the timing, scope, cost and results of exploration, drilling, permitting, technical studies and any pre-feasibility study at Kalium Canyon; the timing of any required third-party notices, consents, or waivers; the maintenance of the Kalium Canyon claims in good standing; the perceived geological potential and exploration upside of the Property; and the anticipated benefits of the proposed relationship with Barrick.
Forward-looking statements are based on assumptions that management believes to be reasonable as of the date hereof, including assumptions regarding the parties' ability to negotiate and execute long form documentation on acceptable terms; the ability to obtain required third-party notices, consents, and waivers; the accuracy of historical and technical information regarding Kalium Canyon; the availability of personnel, equipment, permits and financing; Barrick's continued interest in advancing the Property; the absence of material adverse changes to commodity prices, capital markets, regulatory requirements, title, environmental matters, permitting, access, third-party arrangements or local stakeholder conditions; and GreenLight's ability to continue advancing its Wisconsin portfolio.
These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied. These risks are further described in the Company's public disclosure documents filed on SEDAR+.
There can be no assurance that the long form agreement will be entered into, that any required third-party notices, consents, and waivers will be obtained, that Barrick will earn any interest in Kalium Canyon, that a joint venture will be formed or operated as currently contemplated, that anticipated exploration and development activities will be carried out as currently contemplated, or that any expected payments, expenditures, reimbursements, studies or other benefits will be realized. Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements except as required by applicable law.
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