Vancouver, British Columbia — February 24, 2026 — Leads & Copy — DRC Gold Corp. has secured an option to acquire majority interests in the Giro and Nizi gold projects in the Democratic Republic of Congo. The agreement, formalized through a binding term sheet, grants DRC Gold the opportunity to acquire up to a 65% indirect interest in the Giro Gold Project and up to a 65% interest in the Nizi Gold Project.
The binding term sheet was agreed upon with Amani Consulting SARL, Giro Goldfields SARL, and Mabanga Mining SARL on February 22, 2026. This agreement supersedes a non-binding term sheet announced on December 8, 2025.
DRC Gold CEO Klaus Eckhof expressed enthusiasm about the agreement, highlighting the company’s experience in exploring mineral concessions in the DRC. He stated that the company is eager to develop the potential of both the Giro and Nizi projects.
The Giro Gold Project includes two exploitation permits, PE 5046 and PE 5049, spanning approximately 497km² within the Kilo Moto Greenstone Belt, located in the Haute-Uele Province. The project is situated about 35km west of the Kibali Mine, which produces over 600,000 ounces of gold annually. The company noted that information disclosed from the Kibali Mine is not necessarily indicative of the mineralization on the Giro Gold Project.
The Giro Gold Project features two main deposits, Kebigada and Douze Match, which exhibit similar mineralization and structural characteristics to the Kibali Deposit. Further details and maps of the Giro Gold Project can be found in the company’s December 8, 2025 news release.
The Nizi Gold Project comprises exploitation license PE 5110, covering 113km², in the Ituri District of the Kilo-Moto Goldfields. It is located approximately 26.5km NNE of Bunia and 6.5km north of Nizi.
The project includes the King Leopold Gold Mine, a former underground gold operation focusing on up to seven major quartz gold veins. The mine operated intermittently from 1913 to 1931, reaching a depth of 160m to 180m over a strike of 600m. Reports suggest that only two of the major quartz gold veins have been mined previously. The Nizi Gold Project also includes several other gold prospects, such as the Baluma Gold Oxide Prospect.
Limited exploration has been conducted since 1931 by SOKIMO and Ashanti Goldfields Limited, including an aerial geophysics program. DRC Gold believes the Nizi project holds potential for significant high and low-grade gold mineralization.
Under the binding term sheet, DRC Gold has the option to acquire a 55% interest in Giro Goldfields from Amani Consulting (Initial Giro Interest) and a 55% interest in the Nizi Gold Project from Mabanga (Initial Nizi Interest). This will be done by issuing a total of 25 million common shares to Amani and/or Mabanga upon signing a formal option agreement, and issuing 325 million shares upon shareholder approval. SOKIMO currently holds a 35% interest in both Giro Goldfields and the Nizi Gold Project.
Amani Consulting, Giro Goldfields, and Mabanga are arm’s length to DRC Gold. The parties will negotiate a formal Option Agreement to further document the arrangements. Shares issued under the Option Agreement, or any private placement shares issued before the exercise or termination of the Option Agreement, cannot be voted in favor of the transaction. Upon the issuance of 350 million shares, the transaction will constitute a change of control and a Fundamental Change, triggering a trading halt.
DRC Gold will assume Mabanga’s obligations under the SOKIMO Loan, where Mabanga previously agreed to lend an aggregate of USD $8 million to SOKIMO, of which USD $5.5 million has already been advanced. DRC Gold will advance additional funds pursuant to the terms of the SOKIMO Loan provided that Mabanga assigns all rights to DRC Gold. After raising a minimum of USD $40 million, DRC Gold will pay USD $5.5 million to Mabanga in settlement of the monies previously advanced to SOKIMO provided that Mabanga has assigned all rights to DRC Gold.
Upon signing the Option Agreement and issuing the initial 25,000,000 shares, Amani and/or Mabanga will have the right to appoint one or two candidates to the DRC Gold board. If shareholders approve the transaction and DRC Gold issues the balance of 325,000,000 shares, Amani and Mabanga will transfer the Initial Giro Interest and Initial Nizi Interest to DRC Gold or an affiliated entity and have the right to appoint candidates to fill a maximum of three of DRC Gold’s five director seats.
Amani will grant DRC Gold an additional option to acquire the remaining 10% interest in Giro Goldfields for either US$30 million within 12 months or US$50 million within 24 months of the Closing. Mabanga will grant an additional option to acquire an additional 10% interest in the Nizi Project for US$30 million and the issuance of 50 million common shares in DRC Gold’s capital.
Closing is subject to due diligence, the parties entering into the Option Agreement, and receipt of all necessary approvals. Each party can terminate the Term Sheet before signing the Option Agreement or if DRC Gold does not receive required CSE approval.
The Okote Gold Project in Ethiopia is being put on hold due to the uncertain military situation.
Mr. Dylan le Roux, an independent consultant of DRC Gold Corp. and a qualified geologist, has reviewed and approved the technical information in this release.
DRC Gold Corp. is a junior exploration company with over 50 years of collective industry experience, focused on exploration, financing, and developing major mines throughout the world, with a focus on Africa.
Source: DRC Gold Corp.
