Gold Tree Announces Letter of Intent

Vancouver, British Columbia — (Newsfile Corp. — June 24, 2022) — Gold Tree Resources Ltd. (CSE: GTX) has executed a binding letter of intent dated June 23, 2022 with 1314836 BC Ltd. (“BCCo”). Under the proposed transaction, Gold Tree would acquire all issued and outstanding securities of BCCo through a share exchange.

BCCo’s primary holding is its wholly owned subsidiary Lithium Valley Holdings Corp., which controls the McDermitt Lithium Property in Humboldt County, Nevada. The property comprises 315 lode claims situated within the McDermitt Caldera’s moat sediments, geological formations recognised for hosting elevated lithium concentrations. The same sedimentary formation hosts the McDermitt Deposit (Jindalee Resources Limited) and the Thacker Pass deposit (Lithium Americas Corp.).

Gold Tree believes the property could contain large-scale, long-life sources of lithium, occurring near-surface and falling within the lower end of the global cost curve. The Company notes the location’s mining-friendly regulatory environment and proximity to significant domestic lithium demand presently supplied through imports.

Transaction terms

Gold Tree will issue common shares as consideration to BCCo shareholders at the maximum permissible discount under Canadian Securities Exchange policies. The aggregate consideration will be determined and mutually agreed upon by the parties with reference to a pending assessment report of BCCo.

The parties have 30 days to negotiate definitive agreement terms. The transaction requires regulatory approvals, including CSE consent, satisfactory due diligence, and execution of definitive documentation. It is an arm’s length transaction and would not constitute a fundamental change or change of control under CSE policies.