Sun Summit Finalizes Option Agreement for Acquisition of the Theory Project in the Toodoggone Mining District, B.C.
Sun Summit Finalizes Option Agreement for
Acquisition of the Theory Project in the
Toodoggone Mining District, B.C.
Vancouver, British Columbia--(Newsfile Corp. - March 17, 2025) - Sun Summit Minerals Corp. (TSXV:
SMN) (OTCQB: SMREF) ("Sun Summit" or the "Company") is pleased to announce that, further to its
news release of January 13, 2025, the Company has entered into an option agreement with Eagle
Plains Resources Ltd. (TSXV: EPL) ("Eagle Plains") (the "Theory Option Agreement") to earn up to a
100% interest in 10,000 hectares of mineral claims in the highly prospective Toodoggone Mining
District, British Columbia (the "Theory Project").
Highlights
Strategic acquisition:
The acquisition of the Theory Project will increase Sun Summit's
Toodoggone footprint by ~10,000 hectares, creating a combined district-scale project of ~25,000
hectares.
Increased land position in prime location:
The Theory Project borders Thesis Gold's Ranch
Project to the north and is located within 10 km of Sun Summit's JD Project, presenting significant
synergies and logistical advantages. The combined land package would effectively border the
Ranch Project on its northern and eastern boundary and provide the Company with an attractive,
district scale exploration and development opportunity.
Significant exploration potential:
Theory Project hosts highly prospective geology with both
epithermal-related gold targets, and large bulk-mineable porphyry-related copper-gold targets,
supported by historical exploration and recent geophysical surveys.
Attractive option terms:
The Theory Option Agreement includes the option to acquire a 75%
interest over four years with aggregate exploration expenditures of CDN $3,000,000, cash
payments of CDN $250,000, and the issuance of 750,000 shares, with the remaining 25% interest
available for CDN $1,000,000.
Ongoing exploration planning:
Sun Summit in cooperation with Eagle Plains will complete an
extensive data compilation and target generation exercise, which will inform future exploration
planning at the Theory Project.
Niel Marotta, CEO of Sun Summit, commented: "We are pleased to finalize the Theory Option
Agreement. This enlarged district scale Copper-gold project represents an exciting opportunity to revive
exploration in the northern part of the Toodoggone mining district. We wish to thank Eagle Plains for
having the business acumen to acquire an extensive land package with regional exploration targets. This
deal, combined with the JD property, adds to the potential for a significant discovery and significantly
enhances our strategic position in the Toodoggone Mining District. By combining the Theory and JD
Projects, we create a district-scale opportunity with exceptional exploration potential and significant
logistical synergies. The option terms are both manageable and structured, allowing us to maintain
financial flexibility while advancing exploration efforts. This acquisition aligns with our goal of building a
robust, diversified portfolio in this highly active mining district, and we look forward to unlocking the full
potential of these assets."
Theory Project
The Theory Project comprises 23 mineral claims covering 9,676 hectares. The project is 100% owned
by Eagle Plains, with 122 hectares of the property subject to an underlying 0.5% net smelter returns
royalty ("NSR") held by a third party. The project is located in north-central B.C. within the Toodoggone
Mining District, and is in close proximity with Sun Summit's JD Project. The project area shares similar
geology to the JD Project and Thesis Gold's Ranch-Lawyers Projects.
The project is helicopter-accessible and recent road upgrades completed in 2023 by Thesis Gold has
brought road access to within 8 kilometres of the southern boundary of the Theory Project.
Geology in the Theory region is primarily comprised of lower Jurassic Hazelton Group volcanics
(Toodoggone Formation, same host rock as the JD Project) which unconformably overlie late Triassic
Takla Group volcanics. The entire package of volcanic and volcaniclastic rocks is intruded by late
Triassic and early Jurassic stocks. The Jurassic-Triassic unconformity (~200 Ma), termed by the B.C.
Geological Survey as the 'red-line', is observed throughout the Golden Triangle and Toodoggone regions
to have a high spatial correlation to many known mineral deposits. The majority of the property
encompasses this highly prospective contact.
Exploration by previous operators has been intermittent since the mid-1960's and regional government
surveys are sparse, however encouraging mineralization and alteration commonly associated to both
epithermal and porphyry systems has been documented. The most significant documented work was
completed in 1988 in the north and west areas of the Theory project area. Work consisted primarily of
alpine ridge and subalpine prospecting traverses as well as reconnaissance soil sample lines in areas
where no outcrop was present. This work documented occurrences of low-sulphidation epithermal-
related mineralization including quartz-barite veins with up to
8.2 g/t Au, 195 g/t Ag, and 6.2% Cu
at the
DM occurrence (BC Minfile 094E 231)*; and a quartz carbonate vein system with up to
6.8 g/t Au and
1,480 g/t Ag
at the Fred-1 occurrence (BC Minfile 094E 402)*. The BEV occurrences (BC Minfile 094E
259)*, interpreted as a Cu-Au porphyry target, returned select historical rock results up to
0.47% Cu,
10.5 g/t Ag, and 0.13 g/t Au
. Detailed soils revealed a 1.6 by 2 kilometre copper-in-soil anomaly with
peak soil results to 920 ppm Cu
. Very little work is documented in the south and eastern parts of the
property.
Note: Grab samples by nature are selective and therefore may not be representative of the
mineralization being evaluated.
Eagle Plains completed a 2024 property-wide airborne magnetic and radiometric survey at a nominal
100 metre line spacing to advance the property. The airborne geophysical survey highlighted a 13 by 13
kilometre area underlain by highly prospective Takla Group volcanics to the east and north, and Hazelton
Group volcanics and sediments to the south and west. This data provides a solid foundation upon which
to integrate historical local mapping and sampling results.
Figure 1
: Toodoggone Property Map. Eagle Plain's Theory Project, north of Sun Summit's JD Project
and Thesis Gold's Ranch Project.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/6142/244756_f299bb5d14248ba0_001full.jpg
Next Steps
The terms and conditions of the Theory Option Agreement are subject to the approval of the Exchange.
An extensive compilation of historical exploration data is underway with emphasis on the extensive
prospecting, mapping and geochemical surveys completed in 1988. Detailed georeferencing of
historical geochemical anomalies and geological structures of interest against the new 2024
geophysical dataset will assist with identification of follow-up field targets for the 2025 season.
Following the target identification exercise, an exploration plan and budget will be defined for the 2025
season. Minimum expenditures in 2025 are $200,000 with work expected to be conducted from the JD
camp. The Company intends to secure a new mineral exploration permit for any future diamond drilling.
The application process will be initiated by Sun Summit.
Theory Option Agreement Terms
Under the terms of the Theory Option Agreement, Sun Summit has the option to acquire a 75% interest
in the Theory Project ("Option 1") over a 4-year period in exchange for the issuance of 750,000 common
shares, the payment of $250,000 cash and incurring total exploration expenditures on the Theory Project
of $3,000,000.
Sun Summit may exercise Option 1 by:
(a)
incurring exploration expenditures of $3,000,000 on the Theory Project according to the following
schedule:
$200,000 ($200,000 total) on or before December 31, 2025
$400,000 ($600,000 total) on or before December 31st, 2026
$1,000,000 ($1,600,000 total) on or before December 31st, 2027, including a minimum of 1,000
metres of drilling
$1,400,000 ($3,000,000 total) on or before December 31st, 2028, including a minimum of 1,500
metres of drilling
(b)
paying to Eagle Plains a total cash consideration of $250,000 according to the following schedule:
$20,000 cash payment on signing of the Theory Option Agreement
$30,000 ($50,000 total) on or before December 31st, 2025
$50,000 ($100,000 total) on or before December 31st, 2026
$75,000 ($175,000 total) on or before December 31st, 2027
$75,000 ($250,000 total) on or before December 31st, 2028
(c)
issuing to Eagle Plains 750,000 common shares of the Company according to the following
schedule:
50,000 shares following the receipt of approval from the TSX Venture Exchange (the "
Exchange
")
100,000 shares (150,000 total) on or before December 31st, 2025
150,000 shares (300,000 total) on or before December 31st, 2026
200,000 shares (500,000 total) on or before December 31st, 2027
250,000 shares (750,000 total) on or before December 31st, 2028
Upon completion and notice of exercise of Option 1, Sun Summit will obtain a 75% interest in the Theory
Project and Eagle Plains will retain a total 2.0% NSR on all areas underlain by the project, which may be
bought down to 1.0% through a cash payment of $1,000,000 to Eagle Plains. Two of the claims are
subject to a separate preexisting agreement which includes a 0.5% net smelter returns royalty payable to
an arm's length third party, which may be repurchased in its entirety for $1,000,000. For greater clarity,
none of the Theory Project claims are encumbered in excess of an aggregate of 2.5% NSR.
Following the completion and notice of exercise of Option 1, Sun Summit shall have the right to earn an
additional 25% interest in the Theory Project (for a total 100% interest) ("Option 2"). In order to exercise
Option 2, Sun Summit shall notify Eagle Plains of its intent to increase its interest to 100%, no later than
180 days from the notice of exercise of Option 1, and make an additional one-time payment of
$1,000,000 cash to Eagle Plains; of which half can be settled in Sun Summit shares, subject to the
approval of the Exchange, with an issue price equal to the greater of (a) the 10-day volume-weighted
average trading price of Sunn Summit's shares prior to the notice of exercise, and (b) the lowest price
permitted by the Exchange.
Following the exercise of Option 1, and in the event of failure to exercise Option 2, Sun Summit and
Eagle Plains shall then form a 75/25 joint venture ("JV") to further explore and develop the project, with
Sun Summit holding a 75% interest and Eagle Plains holding a 25% interest in the JV on formation. The
JV will hold and operate the Theory Project, and each party will proportionately fund their share of
expenditures.
References
*BC Mineral Occurrence Database, Ministry of Energy, Mines and Petroleum Resources,
https://minfile.gov.bc.ca/
Mineral Resources and Mineral Reserves data sourced from corporate websites.
Mineralization hosted on adjacent and/or nearby projects is not necessarily indicative of mineralization
hosted on Sun Summit's projects.
National Instrument 43-101 Disclosure
This news release has been reviewed and approved by Sun Summit's Vice President Exploration, Ken
MacDonald, P. Geo., a "Qualified Person" as defined in National Instrument 43-101
Standards of
Disclosure for Mineral Projects
of the Canadian Securities Administrators. He has not been able to
verify the historical exploration data disclosed, including sampling, analytical and test data, underlying
the technical information in this news release since such data is historical and the original samples are
not available. Some technical information contained in this release is historical in nature and has been
compiled from public sources believed to be accurate. Mineralization hosted on adjacent and/or nearby
projects is not necessarily indicative of mineralization hosted on Sun Summit's projects
Community Engagement
Sun Summit is engaging with First Nations on whose territory our projects are located and is discussing
their interests and identifying contract and work opportunities, as well as opportunities to support
community initiatives. The Company looks forward to continuing to work with local and regional First
Nations with ongoing exploration.
About the JD Project
The JD Project is located in the Toodoggone mining district in north-central British Columbia, a highly
prospective deposit-rich mineral trend. The project covers an area of over 15,000 hectares and is in
close proximity to active exploration and development projects, such as Thesis Gold's Lawyers and
Ranch projects, TDG Gold's Baker-Shasta projects, Amarc Resource's AuRORA project, Centerra's
Gold's Kemess East and Underground projects, as well as the past-producing Kemess open pit copper-
gold mine.
The project is 450 kilometres northwest of the city of Prince George, and 25 kilometres north of the
Sturdee airstrip. It is proximal to existing infrastructure in place to support the past-producing Kemess
mine, including roads and a hydroelectric power line.
The JD Project is in a favourable geological environment characterized by both high-grade epithermal
gold and silver mineralization, as well as porphyry-related copper and gold mineralization. Some
historical exploration, including drilling, geochemistry and geophysics, has been carried out on the
property, however the project area is largely underexplored.
About Sun Summit
Sun Summit Minerals (TSXV: SMN) (OTCQB: SMREF) is a mineral exploration company focused on
expansion and discovery of district scale gold and copper assets in British Columbia. The Company's
diverse portfolio includes the JD Project in the Toodoggone region of north-central B.C., and the Buck
Project in central B.C.
Further details are available at
www.sunsummitminerals.com
.
On behalf of the board of directors
Brian Lock
Chairman of the Board
For further information, contact:
Niel Marotta
Chief Executive Officer & Director
Matthew Benedetto
Simone Capital
Tel. 416-817-1226
Forward-Looking Information
Statements contained in this news release that are not historical facts may be forward-looking
statements, which involve risks, uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. In addition, the forward-
looking statements require management to make assumptions and are subject to inherent risks and
uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate,
that the management's assumptions may not be correct and that actual results may differ materially from
such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-
looking statements. Generally forward-looking statements can be identified by the use of terminology
such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential"
and similar expressions. Forward-looking statements contained in this press release may include, but
are not limited to, obtaining regulatory approval for the Theory Option Agreement, exercising Option 1
and Option 2 and acquiring an interest in the Theory Project, obtaining permits for exploration, potential
mineralization on the Company's mineral properties, exploration plans, and engagement with First
Nations communities. These forward-looking statements are based on a number of assumptions which
may prove to be incorrect which, without limiting the generality of the following, include: risks inherent in
exploration activities; the impact of exploration competition; unexpected geological or hydrological
conditions; changes in government regulations and policies, including trade laws and policies; failure to
obtain necessary permits and approvals from government authorities; volatility and sensitivity to market
prices; volatility and sensitivity to capital market fluctuations; the ability to raise funds through private or
public equity financings; environmental and safety risks including increased regulatory burdens; weather
and other natural phenomena; and other exploration, development, operating, financial market and
regulatory risks. The forward-looking statements contained in this press release are made as of the date
hereof or the dates specifically referenced in this press release, where applicable. Except as required by
applicable securities laws and regulation, Sun Summit disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. All forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/244756