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Golden Age Exploration Ltd. M&A Activity 2026

Apr 22, 2026

48374_rns_2026-04-22_fac7c925-4416-463d-8aa2-4d329279d605.pdf

M&A Activity

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Form 51-102F3
Material Change Report

Item 1 Name and Address of Company
GOLDEN AGE EXPLORATION LTD.
501- 815 Hornby Street, Vancouver, BC V6Z 2E6

Item 2 Date of Material Change
April 13, 2026

Item 3 News Release
The Company issued a news release on April 15, 2026 relating to the material changes which was disseminated through Newsfile and subsequently filed on SEDAR and with the Canadian Securities Exchange.

Item 4 Summary of Material Change
Golden Age Resources Corp. (the “Company”) entered into an LOI to acquire uranium projects in Australia.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change
Golden Age Exploration Ltd. (the “Company”) (“Golden Age”) (CSE: GDN) entered into a Letter of Intent (“LOI”) granting it an option to acquire 100% of the uranium exploration portfolio in Australia (the “Property”) owned by MAC Minerals Pty Ltd. (“MAC”).

About the Letter of Intent
In consideration for the option on the exploration portfolio, Golden Age will, at the direction of the Property vendors:
- Issue 2,000,000 common shares;
- Pay CA$50,000; and
- Reimburse certain expenses related to the LOI and the Property.

Under the terms of the LOI, Golden Age will have the right, but not the obligation, on or before June 30, 2026, to enter into a Definitive Agreement with the parties to the LOI. The Definitive Agreement shall provide that all issued and outstanding shares of MAC be transferred to Golden Age upon Golden Age issuing an aggregate of 6,000,000 common shares and paying CA$100,000.

Expenditure Commitments
The Definitive Agreement will require Golden Age to:
- undertake an aggregate of CA$1.5M of in-ground expenditures (the “First Expenditure Commitment”) on the Property within 24 months of the signing of the Definitive Agreement (the “First Expenditure Period”); and

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  • undertake an aggregate of CA$2.5M of in-ground expenditures (the “Second Expenditure Commitment”) on the Property within 36 months from the end of the First Expenditure Period (the “Second Expenditure Period”).

Any shortfall on the First Expenditure Commitment can be satisfied through payment of cash or shares of Golden Age. If the First Expenditure Commitment is not met with 30 days of the expiry of the First Expenditure Period, the Property can be reacquired by the vendors for CA$5,000 per Project (as that term is defined below).

Any shortfall on the Second Expenditure Commitment can be satisfied through payment of cash or shares of Golden Age. If the Second Expenditure Commitment is not met with 30 days of the expiry of the Second Expenditure Period, the Property can be reacquired by the vendors for $5,000 per Project.

Milestone Payments on Properties

Additionally, the Definitive Agreement shall provide for the following milestone payments on the Property:

  • Upon completion of a geophysical survey on any one of the Projects: CA$25,000 in cash and CA$75,000 which may be satisfied by the issuance of Golden Age shares;
  • Upon the commencement of drilling on any one of the Projects: CA$25,000 in cash and CA$75,000 which may be satisfied by the issuance of Golden Age shares;
  • Upon the completion of three drillholes returning uranium grades greater than 200ppm Uranium oxide (U₃O₈) and greater than 3 metre intercept lengths on any of the Projects: CA$750,000 which may be satisfied by the issuance of Golden Age shares. This is a one-time payment, payable only once the milestone has been achieved;
  • Upon defining a Joint Ore Reserves Committee (“JORC”) compliant, or equivalent, uranium resource of at least 15 million pounds U₃O₈ at grades above 300ppm on any Project: CA$1,000,000 which may be satisfied by the issuance of Golden Age shares. This is a one-time payment, payable only once the milestone has been achieved;
  • Upon defining a JORC compliant, or equivalent, uranium resource of at least 30 million pounds U₃O₈ at grades above 300ppm on any Project: CA$2,000,000 which may be satisfied by the issuance of Golden Age shares. This amount is payable on each Project for which the milestone is achieved; and
  • Golden Age shall pay a royalty of 2% net smelter returns on the Property (the “Royalty”), including any additional projects acquired by it within the Hamilton Basin. 1% of the Royalty can be purchased by Golden Age for CA$2,000,000 at or prior to the completion of a Preliminary Economic Assessment prepared in accordance with National Instrument 43-101 or a JORC Pre-Feasibility Study on the Projects. The remaining 1% can be repurchased as agreed to by the parties, acting reasonably, based on a fair market value at the applicable time.

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Related Party Disclosure

MAC and its principals are at arm’s length to the Company. The LOI has been entered into pursuant to the agreement entered into between the Company and 1322645 BC Ltd. and announced by the Company in its new release dated March 17, 2026. As such, the transaction contemplated in the LOI is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and from the minority approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation, as the fair market value of the transaction, in so far as it involves interested parties, does not exceed 25% of the Company’s market capitalization.

5.2 Disclosure for Restructuring Transactions

N/A

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

N/A

Item 7 Omitted Information

N/A

Item 8 Executive Officer

Tibor Gajdics, President

Item 9 Date of Report

April 22, 2026.