Silver Crown Royalties Exercises Top Up Option on Royalty Purchase

VANCOUVER, BC / ACCESSWIRE / May 25, 2023 / Gold Mountain Mining Corp. ("Gold Mountain" or the "Company") (TSX:GMTN) (OTCQB:GMTNF) (FRA:5XFA) is pleased to announce that Silver Crown Royalties Inc. ("SCR") has exercised the top up option (the "Top Up Option") to increase its royalty from 45% of the aggregate gross proceeds of silver sold from the Company's Elk Gold Project (the "Project") to 90% (the "Royalty"). To exercise the Top Up Option, SCR paid the Company $1,250,000 in cash and increased the contingent Production Bonuses (as defined below) by an additional $2,000,000. Details of the Royalty Purchase Agreement between the Company and SCR are set out in a press release dated May 12, 2023.

The Agreement

With the Top Up Option now exercised, SCR has paid the Company the following total purchase price for the Royalty:

• $2,500,000 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 $500,000 each, for a total of $4,000,000 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.

The Production Bonuses are due within sixty (60) days of the Company providing notice that it achieved the applicable production target on an Annualized Basis to SCR for the first Production Bonus and then within thirty (30) days of notice to SCR for the remaining Production Bonuses. The Production Bonuses are payable in cash while SCR is private and in the event SCR goes public, SCR shall have the option to pay the Production Bonuses in cash or SCR common shares.