Ongold Announces Agreement to Acquire the Monument BAY and Domain Projects IN Manitoba
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
1
Press Release
For immediate release
ONGOLD ANNOUNCES AGREEMENT TO ACQUIRE THE
MONUMENT BAY AND DOMAIN PROJECTS IN MANITOBA
Toronto, Ontario, November 25, 2024 – ONGold Resources Ltd. ( “ONGold” or the “Company”)
(TSXV:ONAU) (OTCQB:ONGRF) is pleased to announce that it has entered into agreements to purchase
100% interest s in both the Monument Bay Gold Project (“ Monument Bay ”) and the Domain Project
(“Domain”, and together the “ Projects”), both located in Manitoba, Cana da, from a wholly -owned
subsidiary of Agnico Eagle Mines Limited (“Agnico Eagle”) (TSX:AEM)(NYSE:AEM), and Agnico Eagle and
Capella Minerals Ltd. (“Capella”) (TSXV:CMIL), in the case of Domain . Upon closing of the transactions
under the two agreements, Agnico Eagle will own 15% of ONGold’s total issued and outstanding common
shares (see details below).
Monument Bay is located in northeastern Manitoba, near the Ontario-Manitoba border, and represents
a district-scale exploration opportunity with significant gold and tungsten mineralization over a 40 km
strike length. Monument Bay is an advanced stage exploration asset with over 232,000 metres drilled in
more than 800 diamond core holes , while still having substantial exploration upside both within the
known deposits and along underexplored satellite zones . Monument Bay has had numerous mineral
resources estimates completed by various Qualified Persons on behalf of various operators, which are no
longer current under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-
101”) but will be used by ONGold to focus exploration efforts and form the basis of future resource
estimates to be prepared in accordance with NI 43-101. The proposed acquisition of Monument Bay will
strengthen ONGold’s portfolio, provide a camp to explore ONGold’s nearby Rapson Bay Properties and
complement the Company’s broader exploration footprint in Northern Ontario.
ONGold entered into separate asset purchase agreements for Monument Bay (the “MB Agreement”) and
Domain (the “Domain Agreement”, together with the MB Agreement, the “Agreements”) on November
25, 2024 . Under the terms of the Agreements, ONGold will acquire the Monument Bay and Domain
Projects for initial aggregate consideration consisting of $ 250,000 in cash, of which $100,00 is payable
under the MB Agreement and $150,000 payable under the Domain Agreement, and 8.7 million ONGold
common shares valued at approximately $4. 2 million at a $0. 485 ONAU share price (the “Initial
Consideration”), payable under the MB Agreement, resulting in Agnico Eagle holding a 15% equity stake
in the Company. In addition, Agnico Eagle will be entitled to up to $21.5 million in contingent milestone-
based payments under the MB Agreement while Agnico Eagle and Capella will together be entitled to $0.5
million in contingent milestone-based payments under the Domain Agreement. Closing of the acquisition
of the Projects is expected to occur in December 2024 and remains subject to the satisfaction of certain
customary closing conditions.
The transactions are an important step in advancing ONGold’s strategy of becoming a leading junior
explorer in the prolific Stull Lake Greenstone belt of Northern Canada. With its extensive technical
expertise, strong commitment to social acceptability, mindful Indigenous engagement and partnerships,
in addition to a proven track record of responsible exploration, ONGold’s team is uniquely positioned to
unlock the full potential of Monument Bay and Domain.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
2
Kyle Stanfield, CEO of ONGold, commented: “We are thrilled to have reached this agreement with Agnico
Eagle, a leader in the gold mining industry, and proud that ONGold is the new owner of these high quality
assets. With an experienced management team and advisory board, including leaders with deep expertise
in technical exploration, capital markets, and Indigenous relations, ONGold is well-equipped to
responsibly unlock the full potential of these assets. We believe the under -explored Monument Bay
regional area holds great potential to create substantial value for our shareholders as well as the local
community.”
Transaction Highlights
• Attractive Acquisition Price
o Initial Consideration of $ 250,000 in cash and 8.7 million ONGold common shares valued at
approximately $4.2 million at a $0.485 ONAU share price for the Projects.
o Contingent consideration with respect to the Projects is payable at significant project
milestones.
• Addition of Advanced Stage Exploration Project with Historic Resources
o Monument Bay has been the subject of several historic resource estimates completed by
various operators which are no longer current under NI 43 -101. See discussion of , and
cautionary disclosure related to, historic resource estimates below.
o The most recent T echnical Report (2017) identified 2.3 million Au oz at a n average grade of
1.24 g/t in the Measured & Indicated Mineral Resources categories and 720,000 Au oz at a n
average grade of 0.92 g/t in the Inferred Mineral Resources category. The mineral resources
referenced above are historic and no longer current under NI 43-101. See discussion of, and
cautionary disclosure related to, historic resource estimates below.
• Excellent Near Deposit Exploration Opportunities
o Significant potential to expand mineralization at the Twin Lakes Deposit, AZ, and Mid -East
Zones through near-mine exploration.
o Untested shear zones and geophysical anomalies provide high-priority drill targets for mineral
resource expansion.
• Exciting Regional Exploration Play
o Monument Bay's district-scale land package along the prolific Stull-Wunnummin Fault Zone is
highly prospective and under-explored.
o Geological features similar to significant mines like Newmont's Musselwhite gold mine suggest
potential for high -grade, iron formation -hosted gold deposits within the Monument Bay
property.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
3
• Synergistic and Complementary Acquisition
o The acquisition will complement ONGold's Northern Ontario properties, allowing the team to
leverage deep regional expertise and operational efficiencies to accelerate exploration success
across a broader portfolio.
o Substantial opportunities for resource sharing and streamlined exploration, positioning
ONGold as a leading junior gold explorer in the Northern Ontario and Manitoba regions.
o Diversifying across multiple assets with significant exploration potential creates multiple
pathways for future growth and discovery.
o Significant camp infrastructure at Monument Bay could be used to support future exploration
at Rapson Bay.
• Agnico Eagle as a Strategic Shareholder
o Agnico Eagle to receive 8.7 million ONGold common shares as part of the Initial Consideration,
resulting in a 15% equity stake in ONGold.
Strategic Benefits to ONGold:
• District-Scale Exploration Potential: Monument Bay and Domain offer significant blue-sky
potential with expansive, underexplored land packages along the prolific Stull-Wunnummin Fault
Zone, providing opportunities for large-scale gold and critical metals discoveries.
• Addition of Advanced Stage Exploration Project : Monument Bay adds an advanced -stage
exploration asset with extensive drilling ( more than 800 holes over 2 32,000 metres ) and a
historical mineral resource estimate which identified 2,300,000 Au oz at an average grade of 1.24
g/t in the Measured & Indicated Mineral Resources categories, and 720,000 Au oz at an average
grade of 0.92 g/t in the Inferred Mineral Resources category. While this estimate is historical and
not current ly compliant under NI 43 -101, it provides a foundation for ONGold to advance
exploration and potentially establish a current mineral resource estimate. See discussion of, and
cautionary disclosure related to, historic resource estimates below.
• Critical Minerals Potential : Monument Bay offers exploration potential for critical minerals,
including copper, nickel and tungsten.
• De-risking the Portfolio : This acquisition of the Projects diversifies and de -risks ONGold’s
exposure, expanding its project scale and bolstering its portfolio of highly prospective gold assets
in Canada and the Northern Ontario region.
• Complementary Geography: Monument Bay’s proximity to ONGold’s Rapson Bay Property and
TPK Project presents significant opportunities for operational synergies that will optimize
resource sharing and streamline exploration activities.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
4
Figure 1: Map of Monument Bay & Rapson Bay
Historic Mineral Resource Estimate
Monument Bay has been subject to several mineral resource estimates that contemplate both open pit
and underground mining on the property since the initial resource estimate in 1991. All resource
estimates are no longer current under NI 43-101 and should be treated as historic in nature.
Recently, a series of internal historical mineral resource estimates for Monument Bay were completed by
WSP Canada Inc. (“WSP”) on behalf of Agnico Eagle’s subsidiary, Yamana Gold Ontario Inc. (“ Yamana”).
The most recent technical report, titled “Monument Bay 2017 Resource Update, Twin Lakes Deposit,”
dated July 2017 and authored by WSP, evaluated the pit -constrained Twin Lakes deposit but did not
evaluate potential underground mineral resources at Twin L akes or other deposits, including the AZ and
Mid-East zones, is described below.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
5
Figure 2: Monument Bay Historic Mineral Resource Estimate
Note: Pit constrained resources at 0.3 g/t Au cut off grade.
The historical mineral resource estimate for Monument Bay is derived from an unpublished report
prepared for Yamana by WSP dated July 2017. The resource estimate was calculated using cut-off grades
of 0.3 grams per tonne (g/t) gold for open -pit resources. The 2015 pit shell was used to constrain the
resource. The Mid-East and AZ Zones are not included in this estimate. This resource only considers open-
pit resources and is pit -constrained. Subsequent resource modelling has indicated there is a high degree
of variability in tonnage, metal grades, and contained metal as a result of different estimation
methodologies and geological models.
This estimate, prepared prior to ONGold's execution of the MB Agreement , is considered historical in
nature. It is no longer current and should not be relied upon. The 2015 pit shell used to constrain the
resource is outdated and would need to be updated to reflect current economic conditions and technical
parameters. A qualified person has not done sufficient work to classify the historical estimates in this news
release as current mineral resources or mineral reserves, and ONGold is not treating the histo rical
estimates as current mineral resources or current mineral reserves. ONGold does not have any more recent
estimates or data available with respect to these historical estimates and has not conducted sufficient
work to establish the relevance and reliability of the historical resource estimates.
To verify and update this historical estimate to current NI 43-101 standards, additional work is required.
This includes further drilling, a review of the geological model, and validation of previous findings under
the oversight of a qualified person. Until such work is completed, investors are cautioned that the historical
estimate does not meet current NI 43-101 standards, and any economic analysis or decisions based on this
estimate should be avoided.
Monument Bay – Exploration Potential
In addition to deposits at Twin Lakes and the AZ and Mid-East Zones, the large Monument Bay property
holds many untested targets and offers significant potential for new discoveries. Areas to the east of the
Mid-East Zone have similar magnetic signatures as the mafic volcanic unit in the hanging wall of the Twin
Lakes Deposit. This area is generally poorly tested by diamond drilling.
The shear structures at Monument Bay have been known since the 1980s but have never been drilled.
The shear has been traced for a length of at least 1.5 km and aeromagnetic surveys suggest it may extend
several kilometres further. Previous work has exposed a series of quartz -tourmaline veins at surface
spatially associated with a shear zone in mafic volcanic rocks. Assays up to 6.10 g/t Au have been obtained
from these veins.
Grade Contained
Category Tonnes (g/t Au) Gold (oz)
Measured 10,496,777 2.00 674,631
Indicated 47,526,102 1.08 1,647,209
Inferred 24,380,432 0.92 719,584
Measured + Indicated 58,022,879 1.24 2,321,840
Inferred 24,380,432 0.92 719,584
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
6
Northwest trending features seen in aeromagnetic data appear to control high -grade mineralization in
the Twin Lakes Deposit. These same features, interpreted to be faults, cut iron formation units to the
southeast, where a decrease in magnetic intensity suggests magnetite -destructive alteration
(sulphidization) may be present. Similar magnetic signatures are characteristic of iron formation hosted
gold deposits such as the Musselwhite Mine in Northern Ontario operated by Newmont Corporation.
In addition, recently analyzed airborne electromagnetic (EM) surveys found several zones of high
conductivity. These represent standalone targets, which may be prospective for critical metals. Again,
these targets are untested by drilling.
Figure 3: Total Magnetic Intensity and Exploration Targets
Legend:
A) Potential Twin Lakes analogues along strike
B) Conductive sulphidic zones in iron formation
C) Standalone high conductance zones; possible base metals targets
Exploration Plans
These multiple exploration targets require follow-up with ground surveys prior to drilling. On completion
of desktop compilation and analysis, t he exploration program is anticipated to focus on refining the
geological model and identifying new target areas. Key activities include integrating geology and
geophysics through desktop studies, re-analyzing stored samples for gold grains, and conducting a drone
magnetometer survey over 50-meter spaced lines to gather detailed geophysical data. Additionally, a 45-
day field program involving geological mapping and structural ana lysis will target poorly drilled satellite
zones to the east and south of the Twin Lakes Deposit.
Further analysis, including magnetic inversion studies, will enhance the understanding of subsurface
structures and guide future exploration efforts. This groundwork is anticipated to set the stage for more
intensive exploration campaigns, focusing on drilling exploration targets and refining targets for deposit
discovery and resource expansion.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
7
Proximity to Rapson Bay Project
The Monument Bay Property is contiguous to ONGold’s Rapson Bay Project in Ontario, which consists of
1,528 cell units covering over 286 km 2. This property covers approximately 23 km of the Wolf Bay Shear
Zone, a splay from the regional Stull-Wunnummin Fault Zone (“SWFZ”). This shear separates the basalt -
dominated Hayes River Group and Oxford Lake Group, which consists mainly of intermediate to felsic
volcanics and derived sedimentary rocks. The Gilleran Lake Intrusive is a differentiated mafic intrusion
within the Hayes River Group. Several gold, copper and zinc showings are known on the property. Rapson
Bay is located approximately 30 km from the camp at Monument Bay, allowing ONGold to utilize the
existing camp infrastructure to conduct and expand exploration activities at Rapson Bay.
A multi-phase work program in 2010-2011 by Northern Superior Resources Inc. consisted of prospecting,
mapping, airborne magnetometer, selected induced polarization (IP) and ground magnetometer surveys
and surficial till sampling. This culminated with the drilling of 9 diamond core holes totalling 2,548.7 m.
Several intersections of gold mineralization were obtained from this drilling, highlighted by WB-11-008C,
which cut 0.83 g/t Au, 3.07 g/t Ag, 0.55 % Cu and 0.028 % Mo over a core length of 52.5 m from 57.9 m
downhole, including 1.83 g/t Au, 6.65 g/t Ag, 1.08% Cu and 0.059% Mo over 18.0 m from 79.9 m. Together,
the Rapson Bay and Monument Bay properties will give ONGold a strong position in a highly prospective
mineral district.
Summary of the Transaction
ONGold will acquire the Projects for an Initial Consideration of approximately $4.5 million, consisting of
$250,000 in cash and 8.7 million ONGold common shares valued at approximately $4.2 million at a $0.485
ONAU share price, with $150,000 of the cash consideration paid under the Domain Agreement and the
balance of the Initial Consideration of $100,000 and 8.7 million ONGold common shares paid under the
MB Agreement. In addition, Agnico Eagle will be entitled to up to $21.5 million in contingent milestone-
based payments under the MB Agreement while Agnico Eagle and Capella will together be entitled to $0.5
million in contingent milestone-based payments under the Domain Agreement.
Upon completion of the acquisition of the Projects, Agnico Eagle will hold a 15% equity interest in ONGold.
ONGold and Agnico Eagle will enter into an investor rights agreement in connection with the transactions
under the Agreements, pursuant to which Agnico Eagle is entitled to certain rights, provided that Agnico
Eagle maintains certain ownership thresholds in ONGold, including , but not limited to : (a) the right to
participate in equity financings in order to maintain its pro rata ownership in ONGold at the time of such
financing or acquire up to a 19.9% ownership interest in ONGold; and (b) the right to nominate one person
to the board of directors of ONGold.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
8
Figure 4: Summary of Consideration
In connection with the acquisition of the Projects, a non-arm’s length party to the Company (as such term
is defined in the policies of the TSX Venture Exchange) will be paid finder’s fees in the amount of $250,000
in total, with $125,000 payable in cash, and $125,000 payable in common shares of ONGold. The Company
will issue 257,732 common shares at a price of $0.485 per common share to the finder.
Technical Report
In accordance with the rules of the TSX Venture Exchange, the Company will file a technical report relating
to Monument Bay, prepared in compliance with NI 43-101, within 90 days of the closing of the acquisition
of Monument Bay.
Monument Bay Description
Monument Bay is located in northeastern Manitoba, close to the Ontario -Manitoba border,
approximately 590 km from Winnipeg and 52 km northeast of Red Sucker Lake First Nation. The site is
accessible year -round by aircraft, with winter road access available during freeze -up conditions. The
project consists of 136 contiguous mining claims covering 31,250 hectares. ONGold plans to maintain the
existing exploration camp at Twin Lakes with access via a 5,000 -foot ice runway in the winter, and float
planes for summer operations. A high-voltage power line extends to Red Sucker Lake.
The geological setting of Monument Bay is situated within the Oxford -Stull Domain, part of the Western
Superior Province. This region is a granite -greenstone terrane characterized by volcanic -sedimentary
assemblages and significant plutonic activity, forme d through the subduction and collision of major
continental terranes.
The gold and tungsten mineralization at Monument Bay is hosted within the Twin Lakes and AZ Shear
Zones, which are splays of the regional SWFZ. These mylonitic shear zones deform the volcanic and
sedimentary rocks of the Stull Lake Greenstone Belt, creating favorable conditions for mineralization. The
Twin Lakes deposit, the primary focus of historic exploration, is hosted within the Twin Lakes Shear Zone
and exhibits many characteristics typical of Archean orogenic gold systems, including stockwork veins,
quartz-carbonate shear veins, and hydrothermal breccias. Gold and tungsten mineralization are
associated with porphyry intrusions, with visible gold, pyrite, arsenopyrite, and scheelite present in the
deposit. The Mid-East and AZ Zones, located along parallel shear zones, represent additional exploration
targets with the potential to supplement the Twin Lakes Deposit.
Amount Payment Type
Initial Consideration C$mm
Cash Consideration - Monument Bay $0.10 Cash
Cash Consideration - Domain $0.15 Cash
Share Consideration ($0.485 ONAU Share Price - 15% AEM ownership) $4.22 Common Shares
Total Initial Consideration $4.47
Contingent Consideration
Mineral Resource Estimate Greater than 4 Moz Gold (MB) $5.00 Cash or Shares
Completion of Positive Feasibility Study (MB) $5.00 Up to 50% in Common Shares
Commercial Production (Domain) $0.50 Up to 50% in Common Shares
Commercial Production (MB) $4.50 Up to 50% in Common Shares
3rd Anniversary of the Commencement of Commercial Production (MB) $2.00 Up to 50% in Common Shares
1 Moz of Cumulative Gold Production (MB) $5.00 Up to 50% in Common Shares
Total Contingent Consideration $22.00