Sun Summit Minerals (TSXV: SMN)

Sun Summit Finalizes Option Agreement for Acquisition of the Theory Project in the Toodoggone Mining District, B.C.


Sun Summit Minerals Corp. (TSXV: SMN) (OTCQB: SMREF) ("Sun Summit" or the "Company") is pleased to announce that, further to its news release of January 13, 2025, the Company has entered into an option agreement with Eagle Plains Resources Ltd. (TSXV: EPL) ("Eagle Plains") (the "Theory Option Agreement") to earn up to a 100% interest in 10,000 hectares of mineral claims in the highly prospective Toodoggone Mining District, British Columbia (the "Theory Project").

Highlights

  • Strategic acquisition: The acquisition of the Theory Project will increase Sun Summit's Toodoggone footprint by ~10,000 hectares, creating a combined district-scale project of ~25,000 hectares.
  • Increased land position in prime location: The Theory Project borders Thesis Gold's Ranch Project to the north and is located within 10 km of Sun Summit's JD Project, presenting significant synergies and logistical advantages. The combined land package would effectively border the Ranch Project on its northern and eastern boundary and provide the Company with an attractive, district scale exploration and development opportunity.
  • Significant exploration potential: Theory Project hosts highly prospective geology with both epithermal-related gold targets, and large bulk-mineable porphyry-related copper-gold targets, supported by historical exploration and recent geophysical surveys.
  • Attractive option terms: The Theory Option Agreement includes the option to acquire a 75% interest over four years with aggregate exploration expenditures of CDN $3,000,000, cash payments of CDN $250,000, and the issuance of 750,000 shares, with the remaining 25% interest available for CDN $1,000,000.
  • Ongoing exploration planning: Sun Summit in cooperation with Eagle Plains will complete an extensive data compilation and target generation exercise, which will inform future exploration planning at the Theory Project.

Niel Marotta, CEO of Sun Summit, commented: "We are pleased to finalize the Theory Option Agreement. This enlarged district scale Copper-gold project represents an exciting opportunity to revive exploration in the northern part of the Toodoggone mining district. We wish to thank Eagle Plains for having the business acumen to acquire an extensive land package with regional exploration targets. This deal, combined with the JD property, adds to the potential for a significant discovery and significantly enhances our strategic position in the Toodoggone Mining District. By combining the Theory and JD Projects, we create a district-scale opportunity with exceptional exploration potential and significant logistical synergies. The option terms are both manageable and structured, allowing us to maintain financial flexibility while advancing exploration efforts. This acquisition aligns with our goal of building a robust, diversified portfolio in this highly active mining district, and we look forward to unlocking the full potential of these assets."

Theory Project

The Theory Project comprises 23 mineral claims covering 9,676 hectares. The project is 100% owned by Eagle Plains, with 122 hectares of the property subject to an underlying 0.5% net smelter returns royalty ("NSR") held by a third party. The project is located in north-central B.C. within the Toodoggone Mining District, and is in close proximity with Sun Summit's JD Project. The project area shares similar geology to the JD Project and Thesis Gold's Ranch-Lawyers Projects.

The project is helicopter-accessible and recent road upgrades completed in 2023 by Thesis Gold has brought road access to within 8 kilometres of the southern boundary of the Theory Project.

Geology in the Theory region is primarily comprised of lower Jurassic Hazelton Group volcanics (Toodoggone Formation, same host rock as the JD Project) which unconformably overlie late Triassic Takla Group volcanics. The entire package of volcanic and volcaniclastic rocks is intruded by late Triassic and early Jurassic stocks. The Jurassic-Triassic unconformity (~200 Ma), termed by the B.C. Geological Survey as the 'red-line', is observed throughout the Golden Triangle and Toodoggone regions to have a high spatial correlation to many known mineral deposits. The majority of the property encompasses this highly prospective contact.

Exploration by previous operators has been intermittent since the mid-1960's and regional government surveys are sparse, however encouraging mineralization and alteration commonly associated to both epithermal and porphyry systems has been documented. The most significant documented work was completed in 1988 in the north and west areas of the Theory project area. Work consisted primarily of alpine ridge and subalpine prospecting traverses as well as reconnaissance soil sample lines in areas where no outcrop was present. This work documented occurrences of low-sulphidation epithermal-related mineralization including quartz-barite veins with up to 8.2 g/t Au, 195 g/t Ag, and 6.2% Cu at the DM occurrence (BC Minfile 094E 231)*; and a quartz carbonate vein system with up to 6.8 g/t Au and 1,480 g/t Ag at the Fred-1 occurrence (BC Minfile 094E 402)*. The BEV occurrences (BC Minfile 094E 259)*, interpreted as a Cu-Au porphyry target, returned select historical rock results up to 0.47% Cu, 10.5 g/t Ag, and 0.13 g/t Au. Detailed soils revealed a 1.6 by 2 kilometre copper-in-soil anomaly with peak soil results to 920 ppm Cu. Very little work is documented in the south and eastern parts of the property.

Note: Grab samples by nature are selective and therefore may not be representative of the mineralization being evaluated.

Eagle Plains completed a 2024 property-wide airborne magnetic and radiometric survey at a nominal 100 metre line spacing to advance the property. The airborne geophysical survey highlighted a 13 by 13 kilometre area underlain by highly prospective Takla Group volcanics to the east and north, and Hazelton Group volcanics and sediments to the south and west. This data provides a solid foundation upon which to integrate historical local mapping and sampling results.

Cannot view this image? Visit: https://images.newsfilecorp.com/files/6142/244756_f299bb5d14248ba0_001.jpg

Figure 1: Toodoggone Property Map. Eagle Plain's Theory Project, north of Sun Summit's JD Project and Thesis Gold's Ranch Project.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6142/244756_f299bb5d14248ba0_001full.jpg

Next Steps

The terms and conditions of the Theory Option Agreement are subject to the approval of the Exchange.

An extensive compilation of historical exploration data is underway with emphasis on the extensive prospecting, mapping and geochemical surveys completed in 1988. Detailed georeferencing of historical geochemical anomalies and geological structures of interest against the new 2024 geophysical dataset will assist with identification of follow-up field targets for the 2025 season.

Following the target identification exercise, an exploration plan and budget will be defined for the 2025 season. Minimum expenditures in 2025 are $200,000 with work expected to be conducted from the JD camp. The Company intends to secure a new mineral exploration permit for any future diamond drilling. The application process will be initiated by Sun Summit.

Theory Option Agreement Terms

Under the terms of the Theory Option Agreement, Sun Summit has the option to acquire a 75% interest in the Theory Project ("Option 1") over a 4-year period in exchange for the issuance of 750,000 common shares, the payment of $250,000 cash and incurring total exploration expenditures on the Theory Project of $3,000,000.

Sun Summit may exercise Option 1 by:

(a) incurring exploration expenditures of $3,000,000 on the Theory Project according to the following schedule:

  • $200,000 ($200,000 total) on or before December 31, 2025
  • $400,000 ($600,000 total) on or before December 31st, 2026
  • $1,000,000 ($1,600,000 total) on or before December 31st, 2027, including a minimum of 1,000 metres of drilling
  • $1,400,000 ($3,000,000 total) on or before December 31st, 2028, including a minimum of 1,500 metres of drilling

(b) paying to Eagle Plains a total cash consideration of $250,000 according to the following schedule:

  • $20,000 cash payment on signing of the Theory Option Agreement
  • $30,000 ($50,000 total) on or before December 31st, 2025
  • $50,000 ($100,000 total) on or before December 31st, 2026
  • $75,000 ($175,000 total) on or before December 31st, 2027
  • $75,000 ($250,000 total) on or before December 31st, 2028

(c) issuing to Eagle Plains 750,000 common shares of the Company according to the following schedule:

  • 50,000 shares following the receipt of approval from the TSX Venture Exchange (the "Exchange")
  • 100,000 shares (150,000 total) on or before December 31st, 2025
  • 150,000 shares (300,000 total) on or before December 31st, 2026
  • 200,000 shares (500,000 total) on or before December 31st, 2027
  • 250,000 shares (750,000 total) on or before December 31st, 2028

Upon completion and notice of exercise of Option 1, Sun Summit will obtain a 75% interest in the Theory Project and Eagle Plains will retain a total 2.0% NSR on all areas underlain by the project, which may be bought down to 1.0% through a cash payment of $1,000,000 to Eagle Plains. Two of the claims are subject to a separate preexisting agreement which includes a 0.5% net smelter returns royalty payable to an arm's length third party, which may be repurchased in its entirety for $1,000,000. For greater clarity, none of the Theory Project claims are encumbered in excess of an aggregate of 2.5% NSR.

Following the completion and notice of exercise of Option 1, Sun Summit shall have the right to earn an additional 25% interest in the Theory Project (for a total 100% interest) ("Option 2"). In order to exercise Option 2, Sun Summit shall notify Eagle Plains of its intent to increase its interest to 100%, no later than 180 days from the notice of exercise of Option 1, and make an additional one-time payment of $1,000,000 cash to Eagle Plains; of which half can be settled in Sun Summit shares, subject to the approval of the Exchange, with an issue price equal to the greater of (a) the 10-day volume-weighted average trading price of Sunn Summit's shares prior to the notice of exercise, and (b) the lowest price permitted by the Exchange.

Following the exercise of Option 1, and in the event of failure to exercise Option 2, Sun Summit and Eagle Plains shall then form a 75/25 joint venture ("JV") to further explore and develop the project, with Sun Summit holding a 75% interest and Eagle Plains holding a 25% interest in the JV on formation. The JV will hold and operate the Theory Project, and each party will proportionately fund their share of expenditures.

References

*BC Mineral Occurrence Database, Ministry of Energy, Mines and Petroleum Resources, https://minfile.gov.bc.ca/

Mineral Resources and Mineral Reserves data sourced from corporate websites.

Mineralization hosted on adjacent and/or nearby projects is not necessarily indicative of mineralization hosted on Sun Summit's projects.

National Instrument 43-101 Disclosure

This news release has been reviewed and approved by Sun Summit's Vice President Exploration, Ken MacDonald, P. Geo., a "Qualified Person" as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators. He has not been able to verify the historical exploration data disclosed, including sampling, analytical and test data, underlying the technical information in this news release since such data is historical and the original samples are not available. Some technical information contained in this release is historical in nature and has been compiled from public sources believed to be accurate. Mineralization hosted on adjacent and/or nearby projects is not necessarily indicative of mineralization hosted on Sun Summit's projects

Community Engagement

Sun Summit is engaging with First Nations on whose territory our projects are located and is discussing their interests and identifying contract and work opportunities, as well as opportunities to support community initiatives. The Company looks forward to continuing to work with local and regional First Nations with ongoing exploration.

About the JD Project

The JD Project is located in the Toodoggone mining district in north-central British Columbia, a highly prospective deposit-rich mineral trend. The project covers an area of over 15,000 hectares and is in close proximity to active exploration and development projects, such as Thesis Gold's Lawyers and Ranch projects, TDG Gold's Baker-Shasta projects, Amarc Resource's AuRORA project, Centerra's Gold's Kemess East and Underground projects, as well as the past-producing Kemess open pit copper-gold mine.

The project is 450 kilometres northwest of the city of Prince George, and 25 kilometres north of the Sturdee airstrip. It is proximal to existing infrastructure in place to support the past-producing Kemess mine, including roads and a hydroelectric power line.

The JD Project is in a favourable geological environment characterized by both high-grade epithermal gold and silver mineralization, as well as porphyry-related copper and gold mineralization. Some historical exploration, including drilling, geochemistry and geophysics, has been carried out on the property, however the project area is largely underexplored.

About Sun Summit

Sun Summit Minerals (TSXV: SMN) (OTCQB: SMREF) is a mineral exploration company focused on expansion and discovery of district scale gold and copper assets in British Columbia. The Company's diverse portfolio includes the JD Project in the Toodoggone region of north-central B.C., and the Buck Project in central B.C.

Further details are available at www.sunsummitminerals.com.

On behalf of the board of directors

Brian Lock
Chairman of the Board

For further information, contact:

Niel Marotta
Chief Executive Officer & Director
info@sunsummitminerals.com

Matthew Benedetto
Simone Capital
mbenedetto@simonecapital.ca
Tel. 416-817-1226

Forward-Looking Information

Statements contained in this news release that are not historical facts may be forward-looking statements, which involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements. Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, obtaining regulatory approval for the Theory Option Agreement, exercising Option 1 and Option 2 and acquiring an interest in the Theory Project, obtaining permits for exploration, potential mineralization on the Company's mineral properties, exploration plans, and engagement with First Nations communities. These forward-looking statements are based on a number of assumptions which may prove to be incorrect which, without limiting the generality of the following, include: risks inherent in exploration activities; the impact of exploration competition; unexpected geological or hydrological conditions; changes in government regulations and policies, including trade laws and policies; failure to obtain necessary permits and approvals from government authorities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; the ability to raise funds through private or public equity financings; environmental and safety risks including increased regulatory burdens; weather and other natural phenomena; and other exploration, development, operating, financial market and regulatory risks. The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by applicable securities laws and regulation, Sun Summit disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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.

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B2Gold Corp. (TSX: BTO) (NYSE AMERICAN: BTG) (NSX: B2G) ("B2Gold" or the "Company") is pleased to announce that it has published its ninth annual Responsible Mining Report entitled "Raising the Bar" (the "Report"), which details B2Gold's global economic contributions and its environmental, social, and governance ("ESG") management practices, together with the Company's performance against key indicators in 2024. Highlights of the Report are presented below, and full details are outlined in the Report, which is available to view or download at the link provided below. All dollar figures are in United States dollars unless otherwise indicated.

B2Gold is also pleased to announce that it has published its 2024 Climate Strategy Update. The Climate Strategy Update presents stakeholders with information on how B2Gold manages its climate-related risks and impacts and is the Company's fourth annual report in line with the recommendations of the Task Force on Climate-related Financial Disclosures.

To view or download a copy of the Responsible Mining Report and Climate Strategy Update, and all other documents referred to in this press release, please visit www.b2gold.com/sustainability/esg-reporting-portal

In announcing the release of the Report and the Climate Strategy Update, Clive Johnson, President & CEO of B2Gold, states "As I reflect on the achievements and challenges of the past year, I am particularly proud of the dedication of our people, who continue to drive B2Gold forward. We have successfully navigated dynamic capital markets, regulatory changes, and evolving ESG expectations while maintaining our high standards of responsible mining. Together, we strive to continue to create long-term value for all of our stakeholders, while upholding the level of operational excellence, environmental stewardship, and social responsibility that define B2Gold."

Highlights from the 2024 "Raising the Bar" Responsible Mining Report

Economic Contribution

As a responsible gold miner, B2Gold aims to create and distribute economic value among its stakeholders. B2Gold's economic performance is measured by the economic value that it generates for others, including payments to governments through taxes and royalties, local hiring and procurement and investment in communities. In 2024, B2Gold:

  • Achieved total consolidated gold production of 804,778 ounces (including 19,644 ounces of attributable production from Calibre Mining Corp.);

  • Generated $1.9 billion in annual revenue;

  • Paid $283 million in employee wages and benefits;

  • Invested $12.8 million in its local communities 1 ; and

  • Paid $564 million to governments (through taxes and royalties).

B2Gold is committed to maximizing local and national economic benefits from its contracting and purchasing. The Company is conscious of the high priority that host communities and governments place on local procurement. In sourcing the goods and services necessary to run its operations, B2Gold gives preference to local businesses where possible, provided they meet minimum safety, quality, ethical, and cost requirements. In 2024, over $600 million of goods and services were procured from local and host-country businesses. Several 2024 success stories are outlined in the Report.

People

As a reputable corporate citizen, B2Gold generates national employment and opportunities for people to develop their careers, trains employees to acquire new skills, and opens doors to women, under-represented groups and previously disadvantaged people. The Company fosters positive and productive engagement with employees, provides safe workplaces, and believes that investing in people attracts and retains talented individuals and assists in their abilities to provide for themselves, their families and their futures.

At the end of 2024, B2Gold employed 6,478 2 people across all operations. The Company continues to maintain high local employment rates by targeting recruitment efforts at regional and national levels. Across all operations, 97% of the total workforce, and 58% of Senior Management 3 were comprised of national 4 employees.

B2Gold values a diverse workforce. In recent years, the Company has made significant strides in advancing its Equity, Diversity and Inclusion initiatives. In 2021, the adoption of a Diversity Policy by the Company's Board established a target of 30% female representation on the Board and in management-level positions, underscoring its commitment to promoting and achieving gender diversity at all levels of the organization. B2Gold is pleased to report that as of the end of 2024, 40% of Company directors identify as gender diverse.

Health and Safety

As a result of B2Gold's focus on injury prevention, the Company is once again pleased to report that for the ninth consecutive year, it has maintained a zero-fatality workplace. Additionally, B2Gold's injury rates remain amongst the lowest in the mining industry, with a Lost Time Injury Frequency Rate of 0.05 5 in 2024. These achievements underscore the Company's position as a leader in safety performance within the industry.

Communities

B2Gold maintains its social licence to operate by building trust-based relationships, actively engaging with stakeholders, and implementing community investment activities based on local ownership and development priorities. Highlights of the 2024 community investment programs include:

  • At the Fekola Complex, the 70-hectare Goungoubato Agricultural Project is supporting over 250 households affected by resettlement, directly addressing food insecurity whilst fostering small- and medium-sized enterprise growth through newly formed farmers' associations. Additionally, B2Gold continued its partnership with Global Affairs Canada and its support of the FEMA Project, which aims to improve conditions for women and children living in artisanal mining communities within the Fekola Mine's area of influence. The FEMA Project was initiated in March 2022 and will continue until 2027.

  • At the Masbate Gold Project, investment continued to focus on education, access to health services and facilities, and programs that enhance local economic opportunities, including skills training and small enterprise support. The Training for Employment Program reached its fifth year of partnership in 2024 and remains a powerful driver of economic mobility by equipping individuals with the skills and training needed to build sustainable livelihoods. Over the lifetime of the project, 1,521 individuals have received training and over 600 participants have secured employment.

  • At the Otjikoto Mine, B2Gold Namibia achieved significant milestones that reflect the Company's commitment to meeting critical needs, supporting long-term development, and fostering resilience beyond the life of the mine. Notable achievements include the completion of the Ombili Clinic, which will improve access to healthcare in the region, and the Otavi Water Project, which enhances water security through the construction of a tower and water distribution system.

  • At the Back River Gold District, B2Gold Nunavut continues to strengthen its close relationships with the Kitikmeot Inuit Association and communities across Canada's Arctic. The Company is investing in collaborative projects throughout the Kitikmeot region that promote community wellness, support youth through sports, recreation, and education, and advance initiatives focused on women and Elders. A standout initiative is the Inuit Workplace Experience Program, delivered in partnership with the Redfish Arts Society, which provides Kitikmeot Inuit youth with hands-on training in welding and fabrication—equipping them with valuable skills for employment in Nunavut's growing mineral development sector. B2Gold Nunavut remains committed to working alongside the Kitikmeot Inuit Association to advance further initiatives that ensure the benefits of the Back River Gold District reach the communities of Cambridge Bay, Kugluktuk, Gjoa Haven, Taloyoak, and Kugaaruk.

Environment

B2Gold's remains firmly committed to reducing greenhouse gas ("GHG") emissions, with a target to reduce Scope 1 and 2 emissions by 30% by 2030 against a 2021 baseline. The completion of the Fekola solar plant expansion in early 2025 underscores this commitment by advancing the decarbonization of operations through innovative and sustainable energy solutions. The expanded Fekola facility is expected to supply approximately 30% of the site's electricity demand and reduce annual emissions by an estimated 63,000 tonnes of carbon dioxide equivalent (CO 2 e).

Approach to Reporting

B2Gold is committed to the transparency of its sustainability risks, management and performance. The Report is aligned with the Global Reporting Initiative Sustainability Reporting Standards and the Sustainability Accounting Standards Board Mining and Metals Sustainability Accounting Standard . The Company firmly believes that the mining industry has an opportunity to contribute positively to the United Nations Sustainable Development Goals and it has reported its contribution in this regard since 2018.

Highlights from the 2024 Climate Strategy Update

2024 Highlights

  • B2Gold is committed to a GHG emissions reduction target of a 30% reduction in Scope 1 and 2 emissions by 2030 against a 2021 baseline.

  • The Company continued evaluation of financial impacts of key climate risks identified at sites during previous climate scenario analysis workshops.

  • The total Scope 1 and 2 GHG emissions (for the Fekola, Masbate and Otjikoto operations) remained relatively stable in 2024, with a slight decrease to an estimated 699 thousand tonnes CO 2 e compared to 701 thousand tonnes in 2023. The Company's consolidated GHG emissions intensity was 0.89 tonnes CO 2 e per gold ounce produced in 2024 (compared with 0.71 in 2023), a modest increase driven in part by a reduction in total gold production.

  • The proportion of electricity consumed at B2Gold operations from renewable sources was 21.7% in 2024. At Otjikoto, the proportion of electricity consumed from renewable sources was over 70%.

Looking Forward – 2025 and Beyond

In 2025, B2Gold looks forward to strengthening its global partnerships and deepening its commitment to the diverse communities in which it operates. The Company will continue investing in initiatives that expand vocational training and promote job creation, improve access to education, and enhance healthcare services. B2Gold believes that by building local capacity and fostering strong alignment among governments, communities, stakeholders, and the Company, it can help create resilient, healthy, and prosperous communities throughout the mining lifecycle.

As part of its climate strategy, B2Gold will continue to advance renewable energy initiatives across its operations, supporting its target to reduce Scope 1 and 2 GHG emissions by 30% by 2030 against a 2021 baseline. At the Masbate Gold Project, an 8.2-megawatt ("MW") solar plant is scheduled for installation in 2025, which will further reduce emissions and heavy fuel oil ("HFO") consumption. In Nunavut, following regulatory approvals received in 2024, B2Gold is finalizing project plans and environmental commitments for the proposed Back River Energy Centre—a renewable energy facility that could include up to thirteen wind turbines, solar panels, and battery storage, with the potential to deliver more than 55 MW of clean energy. This facility is expected to significantly reduce reliance on HFO, as well as the number of fuel barges and fuel truck trips along the winter ice road.

Beyond increasing the share of renewable energy in its operations, B2Gold is actively assessing a range of additional carbon reduction opportunities, including energy efficiency improvements, the use of alternative fuels, and optimization of materials movement. The Company remains committed to innovation by working closely with industry-leading partners and staying prepared to adopt emerging technologies that align with its decarbonization goals.

About B2Gold

B2Gold is a responsible international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.

ON BEHALF OF B2Gold Corp.

"Clive T. Johnson"
President and Chief Executive Officer

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LBS. (WET) 265
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LBS (DRY) 222
DST 0.111
Au oz/dst 5.614
Ag oz/dst 2.506
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Ag: 0.278 oz
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