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CALGARY, AB, Sept. 15, 2026 /CNW/ -- Jesmond Capital Ltd. (TSXV: JES.P) ("Jesmond" or the "Company") is pleased to announce that it has entered into a binding Option Acquisition Agreement dated September 13, 2026 (the "Agreement") with WestGold Metals Corp. ("WestGold") with respect to a transaction (the "Transaction") whereby Jesmond will acquire all of WestGold's right, title, benefit and interest in and to the option (the "Option") to acquire a 100% undivided interest in the Isoneva gold property located in the municipality of Reisjärvi, Finland (the "Isoneva Gold Property"). The Isoneva Gold Property comprises three exploration permits, covering approximately 1,145 hectares in aggregate.

The Option was granted under an option agreement dated effective June 25, 2025 between WestGold and Gemdale Gold Inc. ("Gemdale") (the "Underlying Option Agreement").

Members of Jesmond's founding group have experience founding, financing and developing mining companies and projects, including in Finland through Rupert Resources Ltd. Jesmond intends to draw on that experience in assembling the management team and board of directors of the resulting issuer and advancing the Isoneva Gold Property.

Jesmond is a "Capital Pool Company" as defined in the policies of the TSX Venture Exchange (the "Exchange"), and the Transaction is intended to constitute Jesmond's "Qualifying Transaction" under Exchange Policy 2.4 -- Capital Pool Companies.

The Transaction

Under the terms of the Agreement, WestGold will sell, assign and transfer to Jesmond the Option, information that WestGold holds for the Isoneva Gold Property and the benefits of all qualifying exploration expenditures under the Option incurred to date, and Jesmond will be required to make cash payments and issue securities as follows:

   1. Closing consideration. At the closing of the Transaction ("Closing"), 
      Jesmond will: 
 
                 1. issue 1,075,000 common shares in the capital of Jesmond 
                    ("Common Shares") to WestGold (the "Transaction Shares") at 
                    a deemed price of C$0.10 per Transaction Share, 
                    representing approximately 9.9% of Jesmond's issued and 
                    outstanding Common Shares immediately after such issuance 
                    and before giving effect to the Concurrent Financing 
                    described below; 
 
                 2. pay WestGold C$250,000 in recognition of amounts previously 
                    expended by WestGold in respect of the Isoneva Gold 
                    Property; and 
 
                 3. reimburse WestGold for the EUR52,197.87 paid by WestGold in 
                    connection with satisfying the first C$600,000 exploration 
                    expenditure milestone under the Underlying Option 
                    Agreement. 
 
   2. Payment upon exercise of the Option. If and when Jesmond exercises the 
      Option under the Underlying Option Agreement, Jesmond will pay WestGold 
      an additional C$325,000 within three business days following exercise of 
      the Option. This payment will not become payable unless the Option is 
      exercised. 

The Transaction Shares will be deposited into voluntary escrow. Of the Transaction Shares, 107,500 Transaction Shares will be released at Closing, and the remaining 967,500 Transaction Shares will be released in six equal quarterly instalments on the dates that are three, six, nine, 12, 15 and 18 months following Closing.

From the date of the Agreement until the earlier of Closing and termination of the Agreement, Jesmond will be responsible for reasonable and documented amounts required to maintain the Underlying Option Agreement, the Option and the Isoneva Gold Property in good standing.

Completion of the Transaction is subject to a number of conditions, including completion of the Concurrent Financing; receipt of all required Exchange, regulatory, shareholder (if applicable) and third-party approvals and consents; and the resulting issuer satisfying the Exchange's applicable initial listing requirements for a Tier 2 mining issuer under Exchange Policy 2.1, including the public-float requirements.

The Agreement may also be terminated by either party if Closing has not occurred by December 31, 2026, subject to the terms of the Agreement.

Upon completion of the Transaction, the resulting issuer is expected to be classified as a Tier 2 mining issuer engaged in the exploration and development of the Isoneva Gold Property, subject to confirmation by the Exchange. The Isoneva Gold Property is an exploration-stage property with no current mineral resources or mineral reserves and no production, operating income, cash flow or revenues. There can be no assurance that a mineral resource or an economically viable mineral deposit will be established on the Isoneva Gold Property.

Underlying Option Terms

At Closing, WestGold will assign the Underlying Option Agreement and the Option to Jesmond, and Jesmond will assume the obligations arising under it.

WestGold has paid the aggregate C$100,000 of cash payments required to date under the Underlying Option Agreement. WestGold has also advised Jesmond that the first C$600,000 exploration expenditure milestone has been satisfied and that the Option remains in good standing, subject to confirmation from Gemdale at Closing.

To exercise the Option, Jesmond will be required to:

   1. incur remaining aggregate exploration expenditures of C$2,400,000 before 
      the option period under the Underlying Option Agreement expires; and 
 
   2. before that option period expires, at Gemdale's election: 
 
                 1. pay Gemdale C$1,000,000 in cash; or 
 
                 2. issue to Gemdale C$4,000,000 worth of Common Shares, valued 
                    at the higher of the 20-day volume-weighted average trading 
                    price and the lowest price permitted by the applicable 
                    stock exchange, subject to a 19.99% ownership limitation 
                    and a cash top-up for any balance that cannot be satisfied 
                    through the issuance of shares. 

If Gemdale elects to receive the C$1,000,000 cash payment, additional contingent payments will become payable following exercise of the Option, consisting of:

   -- C$500,000 following the announcement of an aggregate 500,000-ounce gold 
      or gold-equivalent mineral resource on the Isoneva Gold Property in the 
      measured or indicated categories; 
 
   -- C$1,000,000 following the announcement of an aggregate 1,000,000-ounce 
      gold or gold-equivalent mineral resource on the Isoneva Gold Property in 
      the measured or indicated categories; and 
 
   -- C$1,500,000 following the announcement of the completion of a positive 
      feasibility study for the Isoneva Gold Property, 

in each case in accordance with the terms of the Underlying Option Agreement. The Underlying Option Agreement states that the contingent-payment amounts are not cumulative and provides, as an example, that if the initial mineral resource exceeds 1,000,000 ounces, the aggregate cash payment then payable is C$1,500,000.

Upon Jesmond satisfying the applicable cash or share consideration and exploration expenditure requirements and exercising the Option, a 100% undivided interest in the Isoneva Gold Property will vest in Jesmond, subject to a 2.0% net smelter returns royalty in favour of Gemdale (the "NSR Royalty").

Jesmond will have a one-time right, exercisable when the Option is exercised, to reduce the NSR Royalty from 2.0% to 1.5% by paying Gemdale C$2,000,000. Jesmond will also have the right at any time to reduce the NSR Royalty to 1.0% by paying Gemdale C$3,000,000, or to 0.5% if Jesmond has also exercised the C$2,000,000 royalty-reduction right.

Gemdale will initially act as operator of the Isoneva Gold Property and, subject to the terms of the Underlying Option Agreement, will undertake exploration activities directed and funded by Jesmond. Gemdale will be entitled to an operator's fee equal to 10% of qualifying exploration expenditures, reduced to 8% for qualifying exploration expenditures exceeding C$1,000,000 in a calendar year.

Concurrent Financing

In connection with the Transaction, Jesmond intends to complete a concurrent equity financing (the "Concurrent Financing"). The size, structure and other terms of the Concurrent Financing have not yet been finalized and will be announced in a subsequent news release.

Jesmond expects that the net proceeds of the Concurrent Financing will be used to fund the cash payments required at Closing, transaction expenses, the exploration program to be recommended in the technical report prepared in connection with the Transaction, and general working capital.

Trading Halt

Trading in the Common Shares is currently halted in connection with the announcement of the Transaction and is expected to remain halted until completion of the Transaction, subject to the earlier resumption of trading upon the approval of the Exchange and satisfaction of the applicable Exchange requirements.

Arm's Length Transaction and Shareholder Approvals

The Transaction is an arm's-length transaction and is not expected to constitute a "Non-Arm's Length Qualifying Transaction" under Exchange Policy 2.4. Accordingly, shareholder approval of the Transaction is not expected to be required under the policies of the Exchange.

Board of Directors, Management and Other Insiders of the Resulting Issuer

Jesmond is currently assembling the proposed management team and board of directors of the resulting issuer. Further information concerning the proposed directors, officers and other insiders of the resulting issuer will be announced once those determinations have been made. Additional information concerning insiders resulting from the Concurrent Financing will be disclosed once the terms of the Concurrent Financing have been finalized.

Pre-Closing Capitalization of Jesmond

As of the date of this press release, Jesmond's authorized share capital consists of an unlimited number of Common Shares, of which 9,773,100 Common Shares are issued and outstanding. Jesmond also has outstanding incentive stock options exercisable to acquire an aggregate of 944,000 Common Shares at a price of C$0.10 per Common Share until February 19, 2031. Of Jesmond's currently outstanding Common Shares, 5,940,100 are subject to the Company's existing Capital Pool Company escrow agreement.

Name Change

It is expected that the name of the Company will be changed in connection with the completion of the Transaction to reflect the resulting issuer and its business going forward. Any such name change is subject to applicable Exchange and other regulatory approvals, as applicable.

Finder's Fees

No finder's fee or commission is payable in connection with the Transaction. Finder's fees or commissions may be payable in connection with the Concurrent Financing in accordance with the policies of the Exchange.

Further Information

Jesmond will issue additional press releases concerning the Concurrent Financing, the proposed management, directors and other insiders of the resulting issuer, sponsorship, the technical report to be prepared in connection with the Transaction and other material information as it becomes available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement, as applicable, to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements concerning the structure, terms and anticipated completion of the Transaction; the acquisition by Jesmond of the Option and related rights and benefits; the satisfaction of the conditions to Closing; the status and continued good standing of the Underlying Option Agreement, the Option and the exploration permits comprising the Isoneva Gold Property; the receipt of the Gemdale acknowledgement; the completion and terms of the Concurrent Financing and the intended use of its proceeds; the preparation and acceptance of a technical report concerning the Isoneva Gold Property; the receipt of Exchange, regulatory and other required approvals; the proposed management and board of directors of the resulting issuer; the future exploration and development of the Isoneva Gold Property; and the resumption of trading in the Common Shares.

Forward-looking information is based on assumptions that management considers reasonable as of the date of this news release, including assumptions concerning the completion of due diligence, the status and assignability of the Underlying Option Agreement, the good standing of the exploration permits, the availability of financing, the receipt of required approvals and the ability of the resulting issuer to satisfy the Exchange's initial listing requirements. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied, including the risk that due diligence identifies adverse matters; that the Transaction or Concurrent Financing is not completed on the proposed terms or at all; that required acknowledgements, consents or approvals are not obtained; that the Option or exploration permits are not maintained in good standing; that resulting issuer does not satisfy the Exchange's initial listing requirements; and the risks inherent in mineral exploration. Readers should not place undue reliance on forward-looking information. Jesmond undertakes no obligation to update forward-looking information except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Jesmond Capital Ltd.

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