Gold Mountain Enters into a Silver Royalty Agreement with Silver Crown Royalties Inc.

VANCOUVER, BC / ACCESSWIRE / May 12, 2023 / Gold Mountain Mining Corp. ("Gold Mountain" or the "Company") (TSX:GMTN)(OTCQB:GMTNF)(FRA:5XFA) is pleased to announce it has entered into a royalty purchase agreement (the "Royalty Purchase Agreement") with Silver Crown Royalties Inc. ("SCR") whereby,the Company sold to SCR a royalty (the "Royalty") on 45% of the aggregate gross proceeds of silver (the "Royalty Percentage") sold from the Company's Elk Gold project located in British Columbia, Canada (the "Property") for consideration of up to $3,300,000. SCR has an option to increase the Royalty Percentage to 90% in the next ten business days through the payment of an additional $1,250,000 in cash and increased contingent Production Bonuses (as defined below) of up to $2,000,000.

The Agreement

Pursuant to the terms of the Royalty Purchase Agreement, SCR has paid the Company as the purchase price for the Royalty:

• $1,250,000 in cash; and
• 250,000 units of SCR ("Units") at a deemed price per Unit of $0.20 with each such Unit consisting of one common share in the capital of SCR (a "SCR Share") and one-half of one SCR Share purchase warrant exercisable to acquire one additional SCR Share for a period of 24 months from the date of issuance thereof at an exercise price of C$0.40.

Additionally, pursuant to the terms of the Royalty, SCR will be required to:

• pay the Company up to eight bonus payments of $250,000 each, for a total of $2,000,000 in total bonus payments (the "Production Bonuses"), upon the Company achieving each of the production milestones set forth below measured on a trailing annualized basis for six consecutive calendar months (an "Annualized Basis"), including those months of production prior to the date of the Royalty Agreement:
  • Sale of 6,666 contained ounces of silver on an Annualized Basis;
  • Sale of 8,888 contained ounces of silver on an Annualized Basis;
  • Sale of 11,110 contained ounces of silver on an Annualized Basis;
  • Sale of 13,332 contained ounces of silver on an Annualized Basis;
  • Sale of 15,554 contained ounces of silver on an Annualized Basis;
  • Sale of 17,776 contained ounces of silver on an Annualized Basis;
  • Sale of 19,998 contained ounces of silver on an Annualized Basis; and
  • Sale of 22,220 contained ounces of silver on an Annualized Basis.
• in the event the Company files a technical report(s) disclosing aggregate measured, indicated and inferred silver ounces contained in the Property in excess of 2,210,000 ounces (the total number in-situ silver ounces as disclosed in the Company's existing technical report filed on January 21, 2022 (the "Existing Technical Report")), SCR will, within thirty (30) days of the filing of such technical report, pay the Company the lesser of: (i) C$1.00; and (ii) 20% of the then average silver price, in respect of each ounce of Silver contained in the Property disclosed in any such technical report(s) which is in excess of the number of Silver ounces disclosed in the Existing Technical Report.

In addition, the Company granted SCR, an option exercisable at any time prior to 2:00 PM (Vancouver Time) on May 25, 2023, to increase the Royalty Percentage from 45% to 90% upon payment of an additional C$1,250,000 in cash to the Company (the "Top Up Option"). In the event that SCR exercises the Top Up Option, each Production Bonus will increase from $250,000 to $500,000 for total consideration of up to $4,000,000.