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Sasquatch Resources Corp. M&A Activity 2026

Feb 26, 2026

48368_rns_2026-02-26_1db55839-338a-4794-aa35-1aa698b67111.pdf

M&A Activity

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT is effective the 17th day of February, 2026 (the “ Effective Date ”).

BETWEEN:

SASQUATCH RESOURCES CORP. , a corporation incorporated under the laws of the Province of British Columbia

(hereinafter called “ Sasquatch ”)

- and –

JUSTIN DEVEAULT , an individual having an address of 6114 Snowdrop Place, Duncan, BC V9L 5J7

(hereinafter called “ Vendor ”)

WHEREAS Sasquatch wishes to acquire all of Vendor’s right, title and interest in and to the Claims (defined hereinafter);

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1 - INTERPRETATION

1.1 Definitions

In this Agreement and in any exhibits and amendments to this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

Acquisition ” means the acquisition by Sasquatch of all of Vendor’ right, title and interest in and to the Claims, on the terms and conditions set out herein.

Agreement ” means this Agreement including the schedules and exhibits hereto, as amended or supplemented from time to time.

Application Claims ” means the mineral exploration claims that have been applied for by the Vendor but have not yet been granted, as further described in Appendix I.

Claims ” means the mineral exploration claims further described in Appendix I.

Closing ” means the closing of the Acquisition.

Closing Date ” means the date on which Sasquatch issues the Sasquatch common shares to the Vendor in accordance with Section 2.1, such date expected to be five business days following the Effective Date.

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Net Smelter Returns ” means the proceeds received by Sasquatch from any smelter or other purchaser from the sale of any ores, concentrates or minerals produced from the Claims after deducting from such proceeds the following charges only to the extent that they are not deducted by a smelter, a milling facility or other purchaser in computing the proceeds:

  • (a) the cost of transportation of the ores, concentrates or minerals from the Claims to such smelter, milling facility or other purchaser, including insurance and related transport;

  • (b) any smelting, milling and refining charges, including penalties;

  • (c) marketing and insurance costs.

ARTICLE 2 – ACQUISITION OF CLAIMS

2.1 Acquisition

Subject to the terms and conditions hereof, and subject to receipt of all regulatory approvals (including without limitation the approval of the Canadian Securities Exchange, if and as required), the Vendor hereby agrees to assign and transfer to Sasquatch, and Sasquatch hereby agrees to receive from Vendor, all of the Vendor’s right, title and interest in and to the Claims, as of the Closing Date, in consideration for 1,500,000 common shares of Sasquatch to the Vendor. The parties acknowledge and agree that: (a) on the Closing Date Sasquatch will issue an aggregate of 1,500,000 common shares to the Vendor; and (b) on the Closing Date or as soon as practicable thereafter the Vendor will transfer the Claims to Sasquatch. The Vendor acknowledges and agrees that the shares issued to him will be subject to a hold period of four months and a day in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

On the Closing Date, Sasquatch shall also grant to the Vendor a 2.0% Net Smelter Returns royalty (the “ NSR ”) on the Claims. Sasquatch shall have the right to repurchase one-half of the NSR (leaving a 1.0% NSR) from the Vendor at any time for $500,000.

2.2 Exploration Activities

For five years following the Closing Date, Sasquatch, acting reasonably, shall use Vendor for all appropriate exploration activities on the Claims, provided that: such use and activities are in compliance with all applicable laws; Vendor has the requisite availability, resources, personnel and expertise to conduct such exploration activities; and Vendor’s rates for such exploration activities are no greater than average market rates for such activities.

2.3 Return of Claims

Subject to Vendor, acting reasonably, agreeing in writing to an extension upon reasonable request from Sasquatch, if within five years following the Closing Date Sasquatch has not taken reasonable steps towards applying for all relevant permits required for Sasquatch to commercially exploit the waste rock and other mineral materials on the Claims, then upon written request from Vendor, Sasquatch will sell the Claims back to Vendor for the sum of one dollar.

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ARTICLE 3 - GENERAL MATTERS

3.1 Representations of Vendor

Vendor represents and warrants to Sasquatch, jointly and severally, at the time of the execution of this Agreement that:

(a) the description of the Claims in this Agreement is true, correct and accurate;

(b) he has obtained all necessary and advisable approvals to execute this Agreement and to transfer all of Vendor’s right, title and interest in and to the Claims to Sasquatch;

(c) he has not done any act or suffered or permitted any action to be done whereby any person may acquire any interest in or to the Claims or minerals to be mined or removed from the Claims;

(d) no person has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Claims that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect their interest in the Claims;

(e) there is no actual, threatened or, contemplated claim or challenge relating to the Claims nor to the best of his information, knowledge and belief is there any basis therefor, and there is not presently outstanding against it any judgment, decree, injunction, rule or order of any court, governmental authority or arbitrator which would have a material effect upon the Claims; and

(f) he is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Claims, and no material contracts have been entered between him and any other person with respect to the Claims.

3.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the courts of British Columbia shall have exclusive jurisdiction over every dispute hereunder. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of British Columbia.

3.3 Entire Agreement

This Agreement, along with its schedules and exhibits, constitutes the entire agreement between the parties pertaining to the subject matter hereof and there are no oral statements, warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein.

3.4 Amendment

No amendment or waiver of this Agreement shall be binding unless executed in writing by all the parties hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute

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a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

3.5 Successors and Assigns

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

3.6 Assignment

None of the parties hereto may assign its interest in this Agreement without the written consent of the other party hereto.

3.7 No Contra Proferentem

A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

3.8 Further Assurances

Each of the parties hereto agrees promptly to do, make, execute, deliver or cause to be done, made, executed or delivered at his or its own expense all further acts, documents and things as any of the other parties hereto may reasonably require for the purpose of giving effect to this Agreement whether before or after the Closing.

3.9 Time is of the Essence

Time is of the essence under this Agreement.

3.10 Independent Legal Counsel

The Vendor acknowledges that: (i) it has had adequate opportunity to consult and has actually consulted, or has waived its right to consult, independent legal counsel regarding the legal meaning and potential consequences of this Agreement and of performing its obligations under this Agreement; (ii) it has not been induced to enter into this Agreement by reason of coercion or undue influence; (iii) it has not consulted or obtained legal advice from the law firm of Beadle Raven with respect to this Agreement and it shall be estopped from contending otherwise.

3.11 Counterparts

This Agreement may be executed in any number of counterparts, each of which when delivered shall be deemed to be an original and all of which together shall constitute one and the same document. A signed facsimile or telecopied copy of this Agreement shall be effective and valid proof of execution and delivery.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

SASQUATCH RESOURCES CORP.

Per: “Peter Smith”

__ ________ Authorized Signatory

“Justin Deveault” __ JUSTIN DEVEAULT

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Appendix I

CLAIMS

As of the Effective Date, the “ Claims ” are comprised of:

Claims Cell Number Hectares
Lucky Strike 1128988 505
Golden Eagle 1129983, 1129982 529
Star of the West 11263931, 1149486, 1129485 634
Golden Dome 1128988 260
B&K 1098836, 1103854 592
Total: 2,520

As of the Effective Date, the “ Application Claims ” are comprised of:

Application Claims Cell Number Hectares
Under application for Star of
the West
1124962 21
Under application for Golden
Dome
1129356, 1128105, 1129248,
1129262, 1129273, 1129284,
1126084, 1129263, 1129295
180
Total: 201

As of and from the date that any “Application Claim” is granted to the Vendor, such Application Claim shall be deemed to be a “Claim” under this Agreement, and as soon as practicable following the grant of such Application Claim to the Vendor, the Vendor will transfer such granted Application Claim to Sasquatch.