Maritimes Gold holds exclusive contractual options (“Options”) to acquire 100% of the mineral claims, licences, permits, and mineral rights constituting six past-producing gold mines and mineral properties in Canada known as the “Goldenville” (Nova Scotia), “Caribou” (Nova Scotia), “Elmtree” (New Brunswick), “Killag” (Nova Scotia), “Miller Lake” (Nova Scotia), and “Newfoundland” (Newfoundland and Labrador) properties (“Properties”) subject to the terms of the Mineral Property Option Agreement, a copy of which is available in the GoldBase Virtual Data Room.  

GoldBase holds exclusive, perpetual, and assignable offtake rights (“Offtake Right”) over all Discovered Gold and Future-Discovered Gold (as defined herein) from across, on, or within the Properties subject to the terms of the Conditional Offtake Agreement, a copy of which is available in the GoldBase Virtual Data Room. 

• “Discovered Gold” means the aggregate 698,765 ounces of gold identified as Indicated and Inferred mineral resources across the Properties as of the Effective Date as supported by National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical reports (“NI 43-101 Technical Reports”) (Canada). 

• “Future-Discovered Gold” means all gold mineralization identified or delineated after the Effective Date on or within the Properties, whether through exploration, drilling, sampling, trenching, analysis, reinterpretation of geological data, reclassification of resources, or discovery of new zones or deposits as supported by NI 43-101 Technical Reports.

GoldBase intends to sell up to 700,000 $GBT Tokens in accordance with these Terms. $GBT Tokens are SLP-20 digital tokens hosted on Solana. Upon a one-time purchase of a minimum of one $GBT Token on this Website, the Purchaser will receive an email receipt (subject to the Purchaser providing us with their email address) evidencing their purchase and admission to the “GoldBase Private Members Club” as a “GoldBase Member”. GoldBase Members receive access to various “GoldBase Membership Benefits” (utilities) summarized as follows: 

• Upon admission as a GoldBase Member: immediate access to the GoldBase Private Members Club, including membership access on this Website to and/or receipt by email of exclusive educational content, news, analysis, and insights on gold, gold mining, and the gold industry, plus exclusive invitations to educational webinars and industry events on a periodic basis; and 

• Upon GoldBase minting $GBT Tokens at the Token Generation Event (“TGE”): each $GBT Token delivered to the GoldBase Member grants perpetual entitlement to i) 1/700,000 of any and all refined gold of a minimum purity of 99.5% on a royalty-free basis (except for the NSR as defined herein) produced from Discovered Gold from the Properties deliverable to GoldBase (estimated at a minimum of approximately one ounce of gold per $GBT Token); and ii) a 1/700,000 pro rata share of all refined gold of a minimum purity of 99.5% on a royalty-free basis (except for the NSR as defined herein) produced from Future-Discovered Gold from the Properties deliverable to GoldBase – in the case of i) and ii) strictly subject to the terms of the Conditional Offtake Agreement, including but not limited to a) Maritimes Gold exercising the Options in whole or in part; b) GoldBase paying the applicable Exercise Price (as defined herein); and c) the Discovered Gold and any Future-Discovered Gold entering into Commercial Production (as defined herein). 

  
  

• “Exercise Price” means USD $85.71 per exercised ounce of gold payable by GoldBase (not the Purchaser) upon exercise of any portion of Discovered Gold (with no amount payable for Future-Discovered Gold deliverable to GoldBase) and with the total aggregate Exercise Price payable for 100% of the Discovered Gold being 60% of the aggregate proceeds from any GoldBase Token sale.

• “Commercial Production” means the achievement by Maritimes Gold of sustained operation of the processing facilities at no less than 75% of nameplate capacity for a period of 30 consecutive days (an industry-standard definition).

• “NSR” means Net Smelter Return royalties payable to legacy NSR royalty holders of between 0.75% – 5% of the gross revenue from the sale of minerals derived from the Properties, minus costs for transportation, insurance, smelting, and refinery (an industry-standard definition) as set out in more detail in Schedule A of the Conditional Offtake Agreement.     

GoldBase is selling 568,400 $GBT Tokens across six Public Sale rounds (“Public Sale”). Each round sells a larger tranche of $GBT Tokens, with the price increasing by USD $20 per $GBT Token in each round, from USD $100 per $GBT Token in the Seed round up to USD $200 per $GBT Token in the Presale 5 round. The proportion of $GBT Tokens qualifying for release at the TGE increases stepwise with each Public Sale round. Conversely, the linear vesting schedule of $GBT Tokens decreases stepwise with each Public Sale round. In total, GoldBase intends to raise up to USD $100,000,000 across the six Public Sale rounds. The remaining 131,600 $GBT Tokens are reserved for stakeholders and programmatic initiatives designed to align stakeholder incentives and promote long-term sustainability of the Project.

A maximum of 700,000 $GBT Tokens will be minted at the TGE. Upon the TGE, the smart contract governing $GBT Tokens will be published publicly and $GBT Tokens will be delivered to the Purchaser’s crypto wallet (subject to the Purchaser providing us with their crypto wallet address). GoldBase intends to list $GBT Tokens on a crypto exchange(s) for secondary market trading post-TGE. $GBT Tokens, and by default GoldBase Membership and GoldBase Membership Benefits, are freely transferrable, subject to certain $GBT Token release and vesting conditions set out in the GoldBase Whitepaper, a copy of which is available in the GoldBase Virtual Data Room. All rights granted to, and obligations of, the original Purchaser of $GBT Tokens under these Terms, other than any refund rights, shall automatically transfer to the Holder upon the transfer of title of any $GBT Tokens sold and the same applies to any transfer of title from one Holder to another.  

Capital raised from the $GBT Token Public Sale is allocated across four main categories: 60% (up to USD $60,000,000) will be allocated to gold acquisition by paying the aggregate Exercise Price for the exercised ounces of Discovered Gold and Future-Discovered Gold under the Conditional Offtake Agreement; 20% (up to USD $20,000,000) will be allocated to gold exploration to finance drilling, geological surveys, and infrastructure for Maritimes Gold’s gold exploration program; 14% (up to USD $14,000,000) will be allocated to GoldBase’s DEX Liquidity Pool for on-chain trading and its CEX Listings Pool for centralized trading; 4% (up to USD $4,000,000) will be allocated to the Project’s operations and marketing; and 2% (up to USD $2,000,000) will be allocated to GoldBase’s legal costs, regulatory filings, Web3 audits, legal counsel, and insurance/risk management. 

Copies of all NI 43-101 Technical Reports supporting Discovered Gold are available in the GoldBase Virtual Data Room. Any Future-Discovered Gold identified as a result of Maritimes Gold’s gold exploration program will be published publicly on this Website through a Proof of Resource (“PoR”) dashboard. As any gold mineralization from the Properties progresses through the gold value chain from exploration to potentially extraction and Commercial Production, each step will be independently verified by a NI 43-101 Technical Report, Prefeasibility Study (“PFS”), Preliminary Economic Assessment (“PEA”), Feasibility Study (“FS”), and other documentation published by Qualified Persons (as defined herein) in accordance with international reporting standards and will be reported through the PoR dashboard.      

By purchasing $GBT Tokens, the Purchaser/Holder expressly acknowledges, understands and agrees that no assurance is given by GoldBase or Maritimes Gold, their affiliates, directors, officers, employees, shareholders, agents, or advisors that any Discovered Gold and Future-Discovered Gold will enter into Commercial Production and, therefore, $GBT Tokens may not ultimately be redeemable for, or exchanged into, refined or deliverable gold in any quantity.