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BOLT.CN ·

Bolt Metals Enters LOI to Acquire Drill Ready, High-Grade Silver/Copper Property and Announces Private Placement

Financings Mergers & Acquisitions Exploration Programs

Bolt Metals Enters LOI to Acquire Drill Ready, High-Grade Silver/Copper Property and

Announces Private Placement

Vancouver, B.C. – September 19, 2024 – Bolt Metals Corp. (“Bolt” or the “Company”) (CSE:

BOLT) (FRANKFURT: A2QEUB) (OTCQB: PCRCF) is pleased to announce it has entered into a

non-binding letter of intent (the “LOI”) with 1436060 B.C. Ltd. (“143 BC”) dated September 17,

2024, contemplating an acquisition by the Company of 143 BC, which holds the Silver Switchback

property (the “Property”), located in the Omineca Mining Division of British Columbia, from the

shareholders of 143 BC (the “Proposed Transaction”).

Property Highlights

• recent surface sampling returned 1,975 g/t silver (Ag), 17.01 % copper (Cu) and 0.48 g/t Au

• high-grade surface showings never drilled; existing drill permit good to 2027

• significant road building and logging, provides for vehicle access to the entire property

• mineralized zones of massive to semi-massive sulphides

• geochemical target 1km by 3km in size

"The acquisition of the Silver Switchback Property is an important step forward in the

transformation of Bolt Metals, positioning the company for future growth," said Branden Haynes,

Bolt’s President and CEO. "Silver Switchback fits well with our long-term strategy of acquiring

highly prospective exploration and development-stage projects, in mining friendly jurisdictions that

may be advanced quickly and efficiently. We believe that there are excellent opportunities to

discover significant additional copper and silver mineralization at Silver Switchback, and are

planning a comprehensive exploration program to follow up on these targets".

The Silver Switchback Property is an exploration stage property located 55 kilometres east of

Terrace, British Columbia via forest service roads. The Property consists of eight contiguous

mineral claims totalling 2,560 hectares and is prospective for volcanic redbed copper and

polymetallic Cu - Ag – Pb – Zn deposits. Exploration to date, including mapping, sampling, and

drilling has outlined significant anomalous areas and prospective targets. The property was the

subject of a recent C$500,000 work program and a 43-101 technical report dated September 1,

20231.

Transaction Terms

Under the terms of the LOI, at closing of the Proposed Transaction, the Company will issue an

aggregate of 4,000,000 common shares in the Company (the “Consideration Shares”) to the

shareholders of 143 BC (the “Shareholders”) pro rata to their respective shareholdings in 143

BC. The Company will also make a cash payment of CAD$20,000 on execution of a definitive

agreement (the “Definitive Agreement”) to the Shareholders, or a nominee thereof. The

Proposed Transaction arm's length and there are no finder's fees payable in connection therewith.

The Proposed Transaction is subject to a range of conditions, including, but not limited to, the

parties entering into the Definitive Agreement containing terms and conditions, including

representations and warranties customary for transactions of this nature and receipt of all required

shareholder and regulatory approvals, including but not limited to approval of the Canadian

Securities Exchange (the “CSE”).

The entering into of the Definitive Agreement is subject to, among other things, completion of the

parties’ respective due diligence and approval of the boards of the Company and 143 BC. There

is no certainty that the parties will be able to conclude the Proposed Transaction. The LOI is non-

binding and neither the Company nor 143 BC is under any obligation to enter into, or continue

negotiations regarding, the Definitive Agreement or to proceed with the Proposed Transaction.

There can be no assurances that any component of the Proposed Transaction will proceed, nor

can there be any assurance as to the final definitive terms thereof.

Private Placement

The Company is also pleased to announce its intention to complete a non-brokered private

placement offering of units (“Units”) for a total target amount of up to C$600,000. The offering will

consist of up to 1,500,000 Units priced at C$0.40 per Unit (the “Private Placement”). Each Unit

will be comprised one common share in the capital of the Company (each, a “Common Share”)

and one common share purchase warrant (each, a “Warrant”), with each Warrant exercisable for

a period of two (2) years at a price of C$0.75 per Warrant.

The net proceeds from the Private Placement are expected to be used for exploration

expenditures, working capital and general corporate purposes. The Units, including all underlying

securities, issued as part of this offering will be subject to a four-month and one day hold period

from the date of issue. The Company may close the Private Placement in one or more tranches.

The Company may pay finder’ s fees in connection with the Private Placement. Insider

participation in the Private Placement is not anticipated at this time.

Qualified Person

Mr. Garry Clark, P. Geo., a member of the Company's Board of Directors, a "Qualified Person"

under NI 43-101, has reviewed the technical contents of this news release and has approved the

disclosure of the technical information contained herein.

1 National Instrument 43-101 Technical Report on the Silver Switchback Property, Northwest, British Columbia,

Canada; Jeremy Hanson, P.Geo.; September 1, 2023

Bolt Metals Corp.

Branden Haynes – Director and CEO

(604) 817-1595

[email protected]

Reader Advisory

This news release may contain statements which constitute “forward-looking information”. The

words “may”, “potential”, “should”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”,

“estimate”, “expect”, and similar expressions, are intended to identify such forward -looking

statements. Investors are cautioned that any such forward-looking statements are not guarantees

of future business activities and involve risks and uncertainties, and that the Company’s future

business activities may differ materially from those in the forward-looking statements. There can

be no assurances that such information will prove accurate and, therefore, readers are advised

to rely on their own evaluation of such uncertainties. The Company does not assume any

obligation to update any forward-looking information except as required under the applicable

securities laws.

The Canadian Securities Exchange has not approved or disapproved this news release.