GreenLight Metals Signs Binding Term Sheet with Barrick for Staged Earn-In Joint Venture at Kalium Canyon Project in Nevada’s Walker Lane
N4480 Co. Rd. E, Medford, WI 54451
NEWS RELEASE
GreenLight Metals Signs Binding Term Sheet with Barrick for
Staged Earn-In Joint Venture at Kalium Canyon Project in Nevada’s Walker Lane
May 7, 2026 – MEDFORD, WI. GreenLight Metals Inc. (TSXV: GRL) (OTCQB: GRLMF) (“GreenLight” or the
“Company”) is pleased to announce that, through its wholly owned subsidiary Green Light Wisconsin LLC, it
has signed a binding term sheet (the “T erm Sheet”) with a wholly owned subsidiary of Barrick Mining
CorporaKon (“Barrick”), for a proposed staged earn-in and joint venture at GreenLight’s Kalium Canyon gold
project in Esmeralda County, Nevada (the “Property” or “Kalium Canyon”).
Pursuant to the Term Sheet, Barrick may earn an iniKal 60% project-level equity interest by compleKng US$7.5
million in Qualifying ExploraKon Expenditures (“QEE”), limited to direct project costs, and making aggregate
cash payments of US$1.0 million to GreenLight over a six-year Stage 1 earn-in period. Following Stage 1 vesKng,
the parKes expect to implement the joint venture through a project company or other mutually agreed holding
structure, with Barrick as operator. Aaer the Stage 1 earn-in, Barrick may elect to earn an addiKonal 10%
interest by funding an addiKonal US$12.0 million of QEE over a four-year Stage 2 earn-in period, and thereaaer,
Barrick may elect to earn up to an 80% aggregate interest by compleKng a pre-feasibility study on the Property
at its sole cost within 48 months under a Stage 3 earn-in period. During the Stage 1 through 3 earn-in periods,
all costs, expenditures, work programs, budgets and studies required to earn the addiKonal interests, including
costs related to any pre-feasibility study, will be funded solely by Barrick.
Although the Term Sheet is binding, the parKes have not yet entered into a long form agreement. CompleKon
and implementaKon of the long form agreement remain subject to, among other things, final documentaKon,
applicable third-party noKces, consents, waivers, and other customary condiKons.
Mah Filgate, President & CEO of GreenLight, commented: “Securing a binding term sheet with Barrick is a
significant validaKon of Kalium Canyon’s geological potenKal. Barrick’s technical team brings unmatched
epithermal experKse in Nevada, and their track record of discovery and development success, including the
world-class Fourmile discovery, makes them the ideal partner to advance the Property. The staged structure
allows Barrick to fund exploraKon and any pre-feasibility work through to an 80% interest while preserving
meaningful upside for GreenLight.”
Summary of Key Commercial Terms
• Binding Term Sheet and Long Form DocumentaQon: The Term Sheet sets out the principal terms of a
staged earn-in and joint venture and provides that the parKes will further negoKate in good faith toward
a long form ownership earn-in agreement. The Term Sheet provides that it is legally binding and
enforceable and, if the long form agreement is not executed within three months aaer execuKon of the
Term Sheet, that the Term Sheet will conKnue to govern unless superseded or terminated in accordance
with its terms.
• Stage 1 Earn-In to 60% Equity Interest:
• IniQal Earn-In. Barrick may earn an iniKal 60% equity interest by compleKng US$7.5 million in
QEE, limited to direct project costs, and making aggregate cash payments of US$1.0 million to
GreenLight over a six-year Stage 1 period, subject to limited day-for-day tolling in specified
permikng delay circumstances. The Stage 1 period runs from the earlier of execuKon of the
long form agreement and three months from execuKon of the Term Sheet.
• Cash Payments: The US$1.0 million cash consideraKon consists of US$250,000 payable on the
earlier of execuKon of the long form agreement and three months from execuKon of the Term
Sheet, followed by six annual installments of US$125,000, with the final installment due on the
sixth anniversary of signing.
• Work Progression: The Stage 1 QEE progression requirements are US$750,000 in Year 1, US$1.0
million in Year 2, US$1.25 million in Year 3, US$1.25 million in Year 4, US$1.5 million in Year 5
and US$1.75 million in Year 6. Barrick is required to commence drilling within 180 days aaer
receipt of the first drill permit, subject to extension to the next available field season where
seasonal condiKons reasonably prevent immediate mobilizaKon.
• OpQonal Stage 2 Earn-In to 70% Equity Interest: Following the Stage 1 earn-in vesKng, Barrick may elect
within 60 days to proceed to Stage 2 and earn an addiKonal 10% equity interest, for an aggregate 70%
interest, by compleKng an addiKonal US$12.0 million of QEE over a four-year Stage 2 period. During
each year of Stage 2, Barrick must complete at least US$1.0 million of QEE, and all Stage 2 expenditures,
approved budgets and associated technical, environmental, permikng and study work will be funded
solely by Barrick.
• OpQonal Stage 3 Earn-In to 80% Equity Interest: Following the Stage 2 earn-in vesKng, Barrick may elect
within 60 days to proceed to Stage 3 and earn up to an aggregate 80% equity interest by compleKng a
pre-feasibility study on the Property at its sole cost and expense within 48 months aaer such elecKon.
The pre-feasibility study must be prepared in accordance with accepted mining industry pracKce and at
a standard sufficient to support public disclosure under applicable securiKes laws. All costs associated
with the pre-feasibility study and related PFS-level work (collecKvely, “PFS Costs”) will be funded solely
by Barrick and will not be reimbursed by, recoverable from, charged to or diluKve of GreenLight. There
is no earn-in right above 80%; any further increase in a party’s interest would occur only through diluKon
under the joint venture.
• Joint Venture FormaQon and Funding: Aaer the Stage 1 earn-in vesKng, the joint venture is expected
to be implemented through a project company or another mutually agreed holding structure, with
Barrick as operator . If Barrick elects to conKnue with the Stage 2 or Stage 3 earn-in, all costs,
expenditures, work programs, approved budgets and studies used by Barrick to earn the addiKonal
interest, including all PFS Costs, will be funded solely by Barrick. GreenLight will not be required to fund
Stage 2 or Stage 3 programs or budgets during Barrick’s earn-in. PFS Costs will be funded solely by Barrick
and will not be chargeable to, recoverable from or diluKve of GreenLight. Pro rata joint venture funding
will commence only aaer Barrick has ceased the earn-in aaer vesKng a lesser interest or has vested its
80% interest; however, PFS Costs will be funded solely by Barrick and will not be chargeable to,
recoverable from or diluKve of GreenLight.
• TerminaQon and Earn-In ExpiraQon: Barrick may disconKnue its interest in exploring and developing the
Property at any Kme. If Barrick terminates its rights under the agreement before the vesKng of the Stage
1 earn-in, 100% of the project will remain with GreenLight, and Barrick will remain liable for specified
accrued and minimum obligaKons, including the iniKal cash payment, any then-accrued installments,
reimbursement of the 2026 BLM annual claims fees, the first US$750,000 of Stage 1 QEE or cash shorpall
if not already saKsfied, accrued reclamaKon, environmental and third-party obligaKons, and delivery of
material project data and reports. If Barrick does not proceed with the Stage 2 or Stage 3 earn-ins, or
the applicable earn-in right lapses or expires, Barrick will retain only its vested 60% or 70% interest,
respecKvely.
• DiluQon and AutomaQc Exit: Following the earn-in period, diluKon and default mechanics will apply
under the joint venture. If GreenLight’s interest is diluted below 10%, its interest will be automaKcally
sold to the majority shareholder at fair market value, determined without min ority discount,
illiquidity/marketability discount or similar discount, and GreenLight will exit the joint venture.
About the Kalium Canyon Project
• LocaQon & Se_ng: Kalium Canyon lies in Esmeralda County, Nevada, within the Walker Lane trend—
one of the United States’ most prolific belts of volcanic-hosted epithermal systems—and sits inside the
Silver Peak Caldera adjacent to its northeastern wall. The project area is underlain by Miocene volcanic
rocks and structurally prepared northeast-trending faults typical of the district.
• Land Package: The Property comprises 135 federal unpatented lode mining claims organized around
two target areas: the historic ArgenKte prospect and the Kalium structural zone to the west. The total
land posiKon is approximately 2,758 acres (1,117 ha).
• Deposit Model: Targets at Kalium Canyon best fit a low-sulfidaKon epithermal model characterisKc of
the Walker Lane trend. Regionally important epithermal systems in this belt include Aurora, Bullfrog,
Comstock, Rawhide, Round Mountain and Tonopah.
• Kalium Structural Zone (Western Block): Mapping and spectral work define a 1–2 km corridor of
alunite–kaolinite (“steam-heated”) alteraKon—an upper-system paleosurface that is consistent with a
buried epithermal system. Rock samples from this steam-heated area are not anomalous in gold but
show elevated mercury and arsenic pathfinders.
• ArgenQte Prospect (Eastern Block): The main mineralized body, the Adit Zone, is a broad zone of gold-
bearing quartz veins, breccia and stockwork hosted by variably silicified, argillic laKte porphyry. Mapping
traces the zone for approximately 2,000 a (610 m) with widths locally up to 270 a (82–83 m).
• Historic Sampling & Drilling at ArgenQte: An 80-a adit completed in 1947 with 167 a of conKnuous chip
sampling reportedly averaged 1.97 g/t Au; Camnor Resources later reported chip results including 50 a
at 3.74 g/t Au. Historical reverse-circulaKon drilling intersected broad mineralized intervals, including
270 a at 0.86 g/t Au near the adit, with internal higher-grade secKons such as 5 a at 9.85 g/t Au.
The sampling and reverse-circulaKon drill intercepts summarized above are historical in nature. As set out in
the Company’s NI 43-101 technical report, the report author was unable to verify the underlying data, including
original assay cerKficates, drill core or cukngs and complete logs, or confirm true widths. These results should
not be treated as current and are provided for context only. See GreenLight’s technical report on SEDAR+ at
www.sedarplus.ca under the Company’s profile: NI 43 -101 Technical Report, Kalium Canyon, Goldfield
Quadrangle, Esmeralda County, Nevada, USA; effecKve January 12, 2022; prepared by Aurora Geosciences Ltd.
(Peter E. Bihenbender, CPG).
The technical informaKon in this news release has been prepared in accordance with Canadian regulatory
requirements as set out in NaKonal Instrument 43-101 – Standards of Disclosure for Mineral Projects and
reviewed and approved by Thomas Quigley, MSc, CPG-11962, ExploraKon Director of the Company, a Qualified
Person as defined by NI 43-101.
About GreenLight Metals Inc.
GreenLight is a Wisconsin-focused exploraKon company advancing copper-gold and gold projects across the
Penokean Volcanic Belt—one of North America’s most prospecKve VMS districts—and the Kalium Canyon
epithermal gold project in Nevada’s Walker Lane, which is subject to a binding term sheet for a proposed staged
earn-in and joint venture with Barrick. In Wisconsin, GreenLight’s porpolio includes the Bend copper -gold
deposit, the Reef high-grade gold project, and the Lobo and Lobo East massive sulfide targets. Guided by a team
with deep roots in the state, GreenLight is building a modern minerals company for Wisconsin, by Wisconsin—
commihed to responsible exploraKon, transparent engagement, and creaKng durable local opportuniKes as it
helps supply the criKcal metals that power the energy transiKon.
For more informaKon, please contact:
Mah Filgate
President & CEO
(778) 679-3579
Neither TSX Venture Exchange nor its Regula7on Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
CauQonary Statement Regarding Forward-Looking InformaQon
This news release contains forward-looking statements and forward-looking informaKon within the meaning of
applicable securiKes laws (collecKvely, “forward-looking statements”). All statements in this news release, other
than statements of historical fact, are forward-looking statements and are based on the opinions and esKmates
of management as of the date hereof.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the
expected negoKaKon, execuKon, Kming and terms of a long form ownership earn-in agreement and any long-
form joint venture documentaKon with Barrick; the binding nature and anKcipated implementaKon of the Term
Sheet; Barrick’s ability or decision to complete cash payments, QEE, drilling, work programs, studies, cla im
maintenance acKviKes, reimbursements and other obligaKons contemplated by the Term Sheet; Barrick’s ability
or decision to terminate or disconKnue the arrangement, or to earn a 60%, 70% or 80% equity interest in the
Property or any project company or other holding structure; the anKcipated formaKon, governance, funding
and operaKon of a joint venture, including Barrick’s role as operator and its sole funding of Stage 2 and Stage 3
work programs and PFS Costs; the Kming, scope, cost and results of exploraKon, drilling, permikng, technical
studies and any pre-feasibility study at Kalium Canyon; the Kming of any required third-party noKces, consents,
or waivers; the maintenance of the Kalium Canyon claims in good standing; the perceived geological potenKal
and exploraKon upside of the Property; and the anKcipated benefits of the proposed relaKonship with Barrick.
Forward-looking statements are based on assumpKons that management believes to be reasonable as of the
date hereof, including assumpKons regarding the parKes’ ability to negoKate and execute long form
documentaKon on acceptable terms; the ability to obtain required third-party noKces, consents, and waivers;
the accuracy of historical and technical informaKon regarding Kalium Canyon; the availability of personnel,
equipment, permits and financing; Barrick’s conKnued interest in advancing the Property ; the absence of
material adverse changes to commodity prices, capital markets, regulatory requirements, Ktle, environmental
mahers, permikng, access, third-party arrangements or local stakeholder condiKons; and GreenLight’s ability
to conKnue advancing its Wisconsin porpolio.
These forward-looking statements are subject to known and unknown risks, uncertainKes and other factors
that may cause actual events or results to differ materially from those expressed or implied. These risks are
further described in the Company’s public disclosure documents filed on SEDAR+.
There can be no assurance that the long form agreement will be entered into, that any required third-party
noKces, consents, and waivers will be obtained, that Barrick will earn any interest in Kalium Canyon, that a joint
venture will be formed or operated as currently contemplated, that anKcipated exploraKon and development
acKviKes will be carried out as currently contemplated, or that any expected payments, expenditures,
reimbursements, studies or other benefits will be realized. Readers are cauKoned not to place undue reliance
on forward-looking statements. The Company disclaims any intenKon or obligaKon to update or revise any
forward-looking statements except as required by applicable law.