North Peak Resources Ltd. announced it has executed a binding, definitive agreement (the "Agreement") dated effective May 2, 2023 with Solarljos LLC ("Solarljos") and Gullsil LLC of Nevada and their respective members, for the acquisition of the Prospect Mountain Mine complex (the "Property") located in the Eureka district of Nevada (the "Transaction"). The Property is located in Nevada's Battle Mountain Eureka trend, in an area known as the Southern Eureka Gold Belt and within the Ruby Hill lead gold and silver district. The Transaction involves the issuance of up to 8 million common shares of the Company in two phases – an initial tranche of 5 million common shares that acquires an 80% interest in the Property, and at the Company's discretion, an additional 3 million common shares to acquire the remaining 20% interest.

The Transaction is arm's length, and its terms and conditions are summarized below. The Agreement sets forth that a Nevada LLC will be created where the Company (through its Nevada subsidiary) will hold initially, an 80% interest in that Nevada LLC (the "Initial Interest") and Solarljos will hold the remaining 20% interest, and the mining claims and rights and related permits that constitute the Property will be transferred into the Nevada LLC (the date on which this is completed is referred to herein as the "Formation Date"). The Company's Nevada subsidiary will act as manager for the Nevada LLC and operator of the Property.

Solarljos will not be required to contribute any funds or assume any liabilities for the benefit of the Nevada LLC or in connection with exploration and operations at the Property on account of its 20% interest. As described above, the Company will acquire the Initial Interest by issuing 5,000,000 common shares to Solarljos. The Company has the right to acquire the remaining 20% interest held by Solarljos (the "Right"), provided it maintains its obligations under the Agreement (summarized below) and by issuing an additional 3,000,000 common shares to Solarljos.

The Company will have until 90 days after the third anniversary of the Formation Date to exercise the Right. If the Company decides not to exercise the Right within this time period, then the Initial Interest is to be transferred to Solarljos, and Solarljos will in turn return to the Company the 5,000,000 common shares that have been issued to it.