HZNM Horizon Minerals Corporation New (CE)

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 4, 2016, Horizon Minerals Corp. (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Gold Exploration Management Inc., a Nevada corporation (“GEM”).  Pursuant to the Agreement, GEM agreed  to sell to the Company its title to 423 twenty-acre lithium mineral claims situated in Great Basin in the Southern Nye County, 400 twenty-acre lithium mineral claims located in eastern San Bernardino County, California, and  200 twenty-acre lithium claims located in Elko County, Nevada (all claims collectively referred to as the “Claims”).

As consideration for the sale of the Claims, the Company agreed to issue thirty million (30,000,000) restricted shares of its common stock to GEM or its designee(s) at a deemed price of $0.10 per share and to a 2% carried gross production royalty on any mineral production. Furthermore, the Company agreed to appoint one person of GEM’s choosing to the Company’s Board of Directors.  GEM selected David A. Bending as its representative on the Board of Directors.

Under the terms of the Agreement, the Company is deemed to have acquired the Claims as of the date of the Agreement.  However, if the Company fails to deliver the shares to GEM, the Agreement will be deemed null and void.  The formal transfer of title to the Claims is expected to be completed by November 30, 2016.

In acquiring the Claims, the Company agreed to assume all financial liabilities of the Claims including registration fees and taxes payable to federal, state, and county government agencies.

The foregoing summary description of the terms of the Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.