GRAND PORTAGE RESOURCES LIMITED (TSXV: JPG) (Otkbk: GPTRF) (FSE: GPB) (“Grande Portage” or the “Company”) is pleased to announce that Ocean Partners UK Limited (“Grande Portage” or the “Company”)Ocean Partners“) entered into binding term sheets with Grande Portage to provide a business acquisition agreement, shares and the availability of a construction loan and bypass facility to assist in the development of the new Amalga Gold Project (“project“).This partnership provides Grande Portage with greater certainty and flexibility as the project advances to production.
Components of a strategic partnership
- Commercial acquisition agreement for up to 100% of production during the first seven years of commercial operation.
- Equity investment of $6 million at a financing price above the market price.
- Construction loan and pass-through facilities up to US$25 million, subject to meeting official documents and financing/development criteria.
Ian Classen, CEO of Grande Portage, commented: “We are pleased to strengthen this partnership with Ocean Partners. The move to a definitive commercial acquisition agreement solidifies our mutual recognition and commitment to responsible development at the new high-grade Amalga Gold Project in Southeast Alaska. This is a solid validation of the strong economics of our project as demonstrated in our recently submitted PEA and our vision to develop the mine using a direct shipping platform. Significant above-market equity infusion and construction and over-exceeding construction loan The facility brings our two companies together with a shared goal of responsible development For the next underground gold mine in Alaska.
Brent Umland, CEO of Ocean Partners, commented: “We are thrilled to establish this important partnership with Grande Portage Resources. Their new Amalga Gold Project has all the right ingredients for success: a direct ore shipping platform that avoids on-site processing plant and tailings facilities to reduce capital expenditures and accelerate permitting, a scalable high-grade gold resource, and the potential for a rapid return on investment capital. We are excited to work with the team at Grande Portage and look forward to seeing the new Amalga Gold Project emerge as one of Alaska’s next underground gold mines
Partnership structure
The Grande Portage partnership provides significant synergies with Ocean Partners’ mineral trading operations. The screened mine output will be sold directly to Ocean Partners, eliminating the need for a treatment and tailings disposal facility at the new Amalga mine site. This reduces operating cost, capital cost and regulatory complexity.
To strengthen the partnership, the two companies have signed a binding term sheet, subject to final documentation, which includes a US$6 million equity investment in Grande Portage and a US$25 million construction loan and bypass facility, in exchange for a 7-year business acquisition agreement. The equity stake will make Ocean Partners the No. 2 companySecond abbreviation The company’s largest shareholder after Mr. Eric Sprott.
The $25 million construction loan and overrun facility is intended to be used for late-stage construction, working capital and cost overruns. The PEA provides certainty regarding mineral payments and rebates in various product grades which can be used to optimize economic studies (PEA to FS) and also includes flexible termination rights.
Construction Loan and Override Facility
Key features of the $25 million construction loan and bridge facility include:
- Duration: 24 months from the initial withdrawal period
- Availability within 6 months of commercial production
- Repayment: 9-month grace period followed by 15 equal monthly installments
- Interest rate: 12-month SOFR + 7%
- Early settlement fee 1%
- Subject to the preceding conditions, including completion of confirmatory due diligence and legal documentation
Development timeline for the new AMALGA GOLD project
The company’s new Amalga Gold project has entered its second year of comprehensive environmental studies with the goal of formally beginning the U.S. federal Environmental Review (NEPA) process in early 2027. In conjunction with Alaska State permitting and consultation with Alaska Native tribal governments, the project seeks to obtain all permits by mid-2029 and then immediately begin construction, targeting initial production in 2031.
Investing in stocks
Ocean Partners has agreed to subscribe for $6 million in units of the Company (“Equity financing“). The units will be issued under a subscription agreement at a price of $0.45 per unit, with each unit consisting of one common share of GPG and one-half of a warrant to purchase one common share of GPG. The exercise price of the warrants will be $0.60 per common share, will have an expiration term of twenty-four (24) months from the date of issuance, and will automatically accelerate and expire in 10 business days if GPG common shares close for trading on the TSX Venture Exchange at a price of $0.70 or higher for five (5) One or more consecutive trading days.
All shares of GPG common stock issued to Ocean Partners, including those issued upon exercise of the warrants, will be subject to a contractual hold period of twenty-four (24) months and may not be traded, subject to certain customary exceptions.
The net proceeds from the sale of units under the equity financing are expected to be used for development activities, study work, permitting activities, working capital and general corporate purposes. The equity financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including acceptance by the TSX Venture Exchange. The securities issued under the equity financing will be subject to a statutory hold period of four months.
Kyle Mahalek, P.E., is a QP within the meaning of NI 43-101 and has reviewed and approved the technical disclosure in this release. Mr. Mahalek is independent of Grande Portage within the meaning of NI 43-101.
About Grand Portage:
Grande Portage Resources Ltd. It is a public mineral exploration company focused on developing the new Amalga mine project, the result of the Herbert gold discovery located approximately 25 km north of Juneau, Alaska. The company owns a 100% stake in the new Amalga property. The new Amalga gold system is open to length and depth and hosts at least six major complex vein fault structures containing ribbon veins of quartz sulphide. The project is prominently located within the 160-kilometre Juneau gold belt, which has produced more than eight million ounces of gold.
The Company’s updated Mineral Resource Estimate NI#43-101 is reported at a base Mineral Resource cut-off grade of 2.5 grams per tonne of gold (g/t Au) and consists of: an indicated resource of 1,438,500 ounces of gold with an average grade of 9.47 g/t Au (4,726,000 tonnes); An inferred resource of 515,700 ounces of gold with an average grade of 8.85 g/t Au (1,813,000 tons), as well as an indicated resource of 891,600 ounces of silver with an average grade of 5.86 g/t Ag (4,726,000 tons); and an inferred source of 390,600 ounces of silver with an average grade of 7.33 g/t silver (1,813,000 tons). MRE was prepared by Dr. David R. Webb, Ph.D., P.Geol., P.Eng. (DRW Geological Consultants Ltd.) with an effective date of July 17, 2024. Additional information about the New Amalga Mine Project is available in the technical report titled “Preliminary Economic Evaluation of the New Amalga Gold Project in the Juneau District, Southeast Alaska” dated February 11, 2026, which is available under Grande Portage’s SEDAR+ profile at www.sedarplus.ca.
On behalf of the Board of Directors
“Ian Claassen”
Ian M. Classen
President and CEO
Phone: (604) 899-0106
Email: (email protected)
Cautionary statement regarding forward-looking information
This press release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include estimates and statements describing the Company’s future plans, goals or objectives, including words to the effect that the Company or management expects the stated condition or result to occur. Forward-looking statements can be identified by terminology such as “believes,” “expects,” “anticipates,” “estimates,” “may,” “could,” “would,” “will,” or “plans.” Forward-looking statements or information in this release include, but are not limited to, statements or information regarding: the business acquisition, equity investment, construction loan and bypass facility from Ocean Partners, including the terms, timing, benefits, synergies and use of proceeds therefrom; future stock holdings of Ocean Partners; and project progress, including the proposed path to production timeline, economics and timing of the environmental impact statement. Because forward-looking statements are based on assumptions and address future events and conditions, they inherently involve inherent risks and uncertainties, and such assumptions, risks, uncertainties and other factors include, among others: the ability to finalize definitive agreements relating to the business acquisition, equity investment, construction loan and pass-through facilities, complete the transactions contemplated herein, and obtain all necessary approvals; risks associated with the exploration and development of the new Amalga mine and our mineral resources; Including obtaining all necessary approvals and their timing; The current or future price of gold, silver and other commodities; Expected costs, expenses and working capital requirements; Ability to adhere to the project’s proposed production schedule; General business, economic conditions and political climate; and other assumptions, risks, uncertainties and other factors as described in the Company’s filings with Canadian securities regulators. Such statements cannot be guaranteed to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX VENTURE EXCHANGE nor its Regulation Service Provider (as that term is defined under the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
