Financing & Capital Markets Archives - Page 3 of 7

Vancouver, B.C. ValOre Metals Corp. ("ValOre" or the “Company”; TSX‐V: VO) today announced board approval for the proposed 2020 core drilling exploration program at ValOre’s 100%-owned Pedra Branca Platinum Group Element Project (“PGE”, “2PGE+Au”) in northeastern Brazil. ValOre also announced that it has entered into a C$1.2 million unsecured revolving credit facility to fully fund the first phase of the proposed drill program at Pedra Branca.

“We are excited to begin drilling Pedra Branca and to really showcase the compelling potential of our PGE project,” stated Jim Paterson, Chairman & CEO. “We have identified many new high-priority targets in our two-phase program, which is designed to expand the current resource, advance existing targets and test undrilled areas. With $1.2 million in funding now committed, we can ramp up exploration activities at Pedra Branca and begin the process of safely mobilizing drill rigs and personnel to Pedra Branca.”

Pedra Branca 2020 Drill Program

The proposed fully-permitted drill program is comprised of two phases, with 2,875 metres in (“Phase 1”) and 3,035 metres in (“Phase 2”), and a scheduled start of Phase 1 in June. Details of each phase, including targets, total meters and number of drill holes are summarized in Figure 1 and Table 1 below.

Highlights of the Proposed 2020 Pedra Branca PGE Drill Program:

Comprised of two successive, fully permitted phases, totaling approximately 2,875 m and 3,035 m, respectively, for a total of 5,910 m;
Focused on three target classes:
- Resource Expansion;
- New Discovery (undrilled targets); and
- Target Advancement (following-up historical drill intercepts at pre-resource targets)
Phase 1 (fully funded) is planned to test 7 distinct target areas with 23 total core drill holes, and Phase 2 is planned to test 4 distinct target areas with 24 total drill holes, with an average hole length of 125m for both phases, reflecting the shallow nature of Pedra Branca PGE mineralization;
All access and drill hole locations have been visited by a registered Brazilian environmental consultancy (SSA Consultoria) and classified as “without need for vegetation suppression” by re-activating existing access routes, utilizing pre-existing drill pad sites and the presence of extensive agricultural development in the region;
Access to, and approval for drill water supply from local reservoirs has been secured;
ValOre continues to receive full support from the local community of Capitão Mor, as well as Ceará State and federal governmental agency, ANM (Agência Nacional de Mineração) for on-going exploration of the Pedra Branca PGE Project.

Figure 1: Location of Proposed Phase 1 and Phase 2 Drill Targets; Mendes North

Table 1: Summary Table of Phase 1 and Phase 2 Drill Programs

Mendes North Update

Soil sampling at the three Mendes North PGE targets (“Mendes North”) is on-going and near-completion, with Targets 1 and 2 sampled in full, and Target 3 to be completed by the end of next week. As announced in ValOre’s March 30, 2020 press release, these three >1km PGE targets were identified using WorldView True-Colour imagery, WorldView spectral data and re-processed ground magnetic geophysical data. Further, ValOre generated a 3D magnetic inversion model of the Mendes North target area which delineated the WorldView-mag anomalies as compelling near surface targets. Approximately 600 samples will be collected (with a total of 453 collected to date) and consigned to SGS Geosol Laboratórios Ltda. (“SGS Geosol” an accredited mineral analysis laboratory) in Vespasiano, Minas Gerais for assay.

Soil samples were collected from field sites spaced 20 metres apart on lines spaced 100 metres apart, with coordinate data captured by handheld GPS. These samples are subsequently stored in a secure ValOre facility in Capitão Mor, Ceará, Brazil and thereafter sent with an ensured chain of custody to SGS Geosol. All samples are analyzed for PGE+Au (Pd, Pt, Au) content using standard 50g Fire Assay and ICP-AES techniques. Certified PGE ore reference standards, blanks and field duplicates are inserted as a part of ValOre’s Quality Control/Quality Assurance program (“QA/QC”).

Financing

To finance its corporate and exploration activities for the coming year, ValOre has entered into an unsecured revolving credit facility with Jim Paterson, the Company’s Chairman and CEO, pursuant to which the Company may borrow up to $1.2 million on a revolving basis. ValOre will pay to Mr. Paterson a standby fee of $24,000 (2% of the committed facility) and interest of 10% per annum on amounts drawn down under the facility. ValOre has agreed to use commercially reasonable efforts to complete an equity financing prior to December 31, 2020 in an amount sufficient to repay amounts borrowed under the facility.

Qualified Person

The technical information in this news release has been prepared in accordance with Canadian regulatory requirements as set out in NI 43-101 and this news release has been reviewed and approved by Colin Smith, P.Geo., who oversees New Project Review for ValOre.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Canadian company with a portfolio of high‐quality exploration projects. ValOre’s team aims to deploy capital and knowledge on projects which benefit from substantial prior investment by previous owners, existence of high-value mineralization on a large scale, and the possibility of adding tangible value through exploration, process improvement, and innovation.

In May 2019, ValOre announced the acquisition of the Pedra Branca Platinum Group Elements (PGE) property, in Brazil, to bolster its existing Angilak uranium, Genesis/Hatchet uranium and Baffin gold projects in Canada.

The Pedra Branca PGE Project comprises 38 exploration licenses covering a total area of 38,940 hectares (96,223 acres) in northeastern Brazil. At Pedra Branca, 5 distinct PGE+Au deposit areas host, in aggregate, a NI 43-101 Inferred Resource of 1,067,000 ounces 2PGE+Gold (Palladium, Platinum and Gold; Pd, Pt+Au) contained in 27.2 million tonnes (“Mt”) grading 1.22 grams 2PGE+Gold per tonne (“g 2PGE+Au/t”) (see ValOre’s July 23, 2019 news release). PGE mineralization outcrops at surface and all of the inferred resources are potentially open pittable.

Comprehensive exploration programs have demonstrated the "District Scale" potential of ValOre’s Angilak Property in Nunavut Territory, Canada that hosts the Lac 50 Trend having a NI 43‐101 Inferred Resource of 2,831,000 tonnes grading 0.69% U₃O₈, totaling 43.3 million pounds U₃O₈. ValOre's. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to ValOre's news release of March 1, 2013.

ValOre’s team has forged strong relationships with sophisticated resource sector investors and partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors,

"Jim Paterson"

James R. Paterson, Chairman and CEO

ValOre Metals Corp.

For further information about, ValOre Metals Corp. or this news release, please visit our website at www.valoremetals.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

ValOre Metals Corp. is a proud member of Discovery Group. For more information please visit: www.discoverygroup.ca

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.

This news release contains “forward-looking statements” within the meaning of applicable securities laws. Although ValOre believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to ValOre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the future operations of the Company and economic factors. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, ValOre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. ValOre undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of ValOre, or its financial or operating results or (as applicable), their securities.

Not For Distribution To United States Newswire Services Or For Dissemination In The United States

Vancouver, B.C. ValOre Metals Corp. (TSX‐V: VO) ("ValOre") today announces the closing of the previously announced transaction (see ValOre news releases dated June 6, 2019, May 28, 2019 and July 16, 2019) whereby ValOre acquired the Pedra Branca Project ("Pedra Branca Project" or the "Project") in northeastern Brazil from Jangada Mines PLC (the "Transaction"). The Pedra Branca Project is a Platinum Group Metals ("PGM") District covering a total area of 38,940 hectares (96,223 acres) that comprises 38 exploration licenses.

Pursuant to a share purchase agreement (the "Agreement") among Jangada Mines PLC ("Jangada"), Valore and PBBM Holdings Ltd., a wholly-owned, British Columbia incorporated subsidiary of ValOre, ValOre acquired Jangada's interest in the Brazilian holding company Pedra Branca Brasil Mineracao Ltda. (the "Company"), which owns the Pedra Branca Project.

Material Terms of the Agreement

ValOre acquired a 100% interest in the Company in exchange for the following consideration:

the issuance and allotment to Jangada of:
1. 22,000,000 common shares in the authorized share capital of ValOre (the "Initial Shares") on closing of the Transaction ("Closing");
2. 3,000,000 common shares in the authorized share capital of ValOre (the "Subsequent Shares" and together with the Initial Shares, the "Consideration Shares") in six equal tranches commencing on the date falling six months after Closing and ending on the date falling thirty-six months after Closing, subject to any adjustment as a result of certain specified liabilities; and
cash payments to Jangada in the aggregate of C$3,000,000, as follows:
1. C$250,000 paid to Jangada prior to Closing;
2. C$750,000 paid to Jangada on Closing;
3. C$1,000,000 payable on, or before, 3 months after Closing; and
4. C$1,000,000 payable on, or before, 6 months after Closing.

All Consideration Shares will be subject to a statutory hold period expiring four months and a day from the date of issuance.

Cormark Securities Inc. was issued 1,000,000 units as a financial advisory fee. Each unit consists of one common share of ValOre and one half of one common share purchase warrant. Each whole warrant will be exercisable into one common share of ValOre for C$0.35 per common share for a period of two years from the date of the closing of the Transaction.

The issuance and allotment of the Initial Shares has resulted in Jangada becoming a "control person" of ValOre (as such term is defined by the TSX Venture Exchange) as a result of holding an interest of approximately 26.1% in the current share capital of ValOre including the issuance and allotment of the new common shares of ValOre issued pursuant to the closing of the private placements announced by ValOre on June 6, August 9, and August 12, 2019 (the "Placement"). Additionally, pursuant to the Agreement, Jangada obtained the right to nominate two individuals to the board of ValOre (the "ValOre Board") with one nominee to be appointed immediately and one nominee to be appointed as an observer to the ValOre Board, with the intention that such observer shall be appointed to the ValOre Board at the next annual general meeting of ValOre following Closing. The two nominees will also be nominated for re-election at the annual general meeting of ValOre in 2020. Subsequently, Jangada's right to nominate up to two directors may be extended if mutually agreed in writing by ValOre, Jangada and each of the nominee board members. On Closing, Luis Mauricio Azevedo was appointed to the ValOre Board and Brian McMaster as an observer to the ValOre Board as the initial nominees of Jangada.

Pursuant to the Agreement, Jangada agreed that, for so long as it holds 10% or more of the issued and outstanding common shares of ValOre, in the event Jangada wishes to sell any of its holding of ValOre shares it will give ValOre a 7 day notice period and the opportunity to find buyers for such shares on a best price and best execution basis, with a view to maintaining an orderly market for the issued and outstanding common shares in ValOre.

In connection with the completion of the Transaction, on August 14 , 2019 Jangada Mines plc, having an office at 20 North Audley Street, London, United Kingdom, W1K 6WE, acquired 22 million common shares of ValOre as part consideration for the sale of all of the shares of the Company and as further consideration is entitled to receive an additional 3 million common shares of ValOre in six equal tranches over a period of 36 months, with the first tranche of 500,000 common shares of ValOre (the “Initial Subsequent Shares”) issuable to Jangada on February 14, 2020. Immediately prior to the completion of the Transaction, Jangada did not own or exercise direction or control over any securities of ValOre. Immediately following this Transaction, Jangada owned 22,000,000 common shares of ValOre, representing 26.1% of the issued and outstanding common shares of ValOre. Assuming receipt by Jangada of the Initial Subsequent Shares, Jangada would own 22,500,000 common shares of ValOre, which would represent 26.7% of the then issued and outstanding common shares of ValOre, on a partially-diluted basis, assuming no other Shares of ValOre are issued.

The acquisition was made in connection with the completion of the Transaction. Jangada may, depending on various factors including, without limitation, market and other conditions, increase or decrease its beneficial ownership, control or direction over common shares or other securities of ValOre. Jangada has prepared an early warning report in accordance with the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") that will appear under the ValOre’s profile on www.sedar.com and a copy of which may be obtained by contacting Brian McMaster, Chairman of Jangada, by telephone on +44 (0) 20 7317 6629, or in writing to 20 North Audley Street, London, United Kingdom, W1K 6WE.

Private Placement

ValOre also announces the closing of the second and final tranche of the previously announced Placement (see ValOre news releases, dated June 6, 2019, July 16, 2019, and August 7, 2019). Pursuant to this tranche of the Placement, ValOre has issued 5,713,000 units (each a "Unit") at a price of $0.25 per Unit for gross proceeds of $1,428,250. Each Unit consists of one ValOre common share (“Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable into one Share for C$0.35 per Share for a period of two years expiring August 14, 2021. In aggregate, including both Placement tranches, ValOre has issued 12,800,000 Units at a price of $0.25 per Unit for gross proceeds of $3,200,000.

Gross proceeds will be used to fund costs of the Transaction, exploration expenditures on ValOre’s projects and working capital. Insider participation will be considered to be a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). ValOre insiders James Paterson, Robert Scott, and Garth Kirkham (related parties as such term is defined in MI 61-101) participated in the Private Placement and acquired an aggregate of 4,713,000 Units. This portion of the Private Placement constituted a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization.

The Private Placement was unanimously approved by the directors of the Company, with each of James Paterson and Garth Kirkham disclosing their interests and abstaining from voting with respect thereto as a result of their participation in the Private Placement.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

Finders’ fees of $7,500 and 60,000 warrants were issued to various finders related to the closing of this tranche of the Placement. The finders’ warrants have the same terms and conditions as the Warrants issued to the subscribers under the Placement. All securities issued under this second tranche are subject to TSXV and securities regulatory legends expiring on December 15, 2019. Completion of the financing is subject to acceptance by the TSX Venture Exchange.

In accordance with the requirements of Section 3.1 of NI 62-103, James Paterson, Chairman and CEO of ValOre, having an office at 800 W Pender St #1020, Vancouver, BC V6C 1J8, announces that on August 7, 2019 and August 14, 2019 he acquired an aggregate of 8,633,000 Units at a price of $0.25 per Unit, for total consideration of $2,158,250, by way of non-brokered private placement. Each Unit consists of one Share and one-half of one share purchase warrant. Each whole warrant entitles the holder thereof to purchase one additional Share for two years from the date of issuance at an exercise price of $0.35. Mr. Paterson now owns or has control of 13,463,907 Shares of the Issuer, or approximately 16.02% of the current issued and outstanding Shares of ValOre.

Immediately prior to the completion of the acquisition, Mr. Paterson held 4,803,907 shares directly representing approximately 9.81% of the issued and outstanding Shares of ValOre. Immediately after the completion of the acquisition, Mr. Paterson held 13,463,907 Shares directly, representing approximately 16.02% of the issued and outstanding Shares of ValOre. Mr. Paterson also holds 272,500 options to purchase an additional 272,500 Shares and 2,366,500 share purchase warrants for the purchase of an additional 2,366,500 Shares of ValOre. Assuming the exercise of the options and share purchase warrants, Mr. Paterson would own a total of 16,102,907 Shares of ValOre, directly and indirectly, or approximately 19.16% of ValOre's then issued and outstanding share capital assuming no other Shares of ValOre are issued.

Mr. Paterson acquired the Units for investment purposes and may acquire additional securities or dispose of existing securities of ValOre, in the market or privately, from time to time as circumstances warrant. The securities of Mr. Paterson set out above are held directly. ValOre trades on the TSX Venture Exchange under the symbol “VO”.

A copy of the early warning report will be filed by Mr. Paterson in connection with this acquisition and will be available on the SEDAR website at www.sedar.com or by contacting Mr. Paterson at (604) 646-4527.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Vancouver based company with a portfolio of high‐quality uranium and precious metal exploration projects in Canada. In addition to the Baffin Gold Property, ValOre holds Canada's highest‐grade uranium resource outside of Saskatchewan. ValOre’s 89,852-hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43‐101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8. ValOre's comprehensive exploration programs have demonstrated the "District Scale" potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to ValOre's news release of March 1, 2013.

In Saskatchewan, ValOre holds a 100% interest in the 13,711-hectare Hatchet Lake Property and a 50% interest in the 131,412 hectare Genesis Property, both located northeast of the north‐eastern margin of the uranium‐producing Athabasca Basin.

ValOre’s team has forged strong relationships with sophisticated resource sector investors and partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors,

"Jim Paterson"
James R. Paterson, Chairman and CEO
ValOre Metals Corp.

ValOre Metals Corp. is a member of Discovery Group. For more information please visit: www.discoverygroup.ca.

This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the proposed timing and issuance of the Subsequent Shares; the proposed timing and completion of future cash payments payable to Jangada; the use of proceeds; the appointment of the Jangada nominee observer to the ValOre Board; the appointment of two nominees of Jangada to the ValOre Board in 2020; the possible extension of director nominee rights of Jangada beyond 2020; and the potential future sale of shares of ValOre by Jangada. Although ValOre believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to ValOre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the future operations of the Company and economic factors. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, ValOre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. ValOre undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of ValOre, or its financial or operating results or (as applicable), their securities.

Not For Distribution To United States Newswire Services Or For Dissemination In The United States

Vancouver, B.C. ValOre Metals Corp. (TSX‐V: VO) ("ValOre") today announced the closing of the first tranche of the previously announced private placement (the “Placement”) see ValOre news releases, dated June 6, 2019 and July 16, 2019). Pursuant to this financing, ValOre has issued 7,087,000 Units at a price of $0.25 per Unit for gross proceeds of $1,771,750. Each Unit consists of one ValOre common share (“Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable into one Share for C$0.35 per Share for a period of two years expiring August 6, 2021.

Gross proceeds will be used to fund costs of the Pedra Branca Platinum Group Metals acquisition (the “Transaction”), exploration expenditures on ValOre’s projects and working capital. Sufficient funds have been committed by investors to exceed the minimum C$3-million financing amount necessary to close the Transaction. The Placement will close in multiple tranches, and insiders of ValOre will participate. Any insider participation will be considered to be a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. ValOre Chairman and CEO, James Paterson, (a related party as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) participated in the Private Placement and acquired an aggregate of 4,100,000 Units. This portion of the Private Placement constituted a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and MI 61-101. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization. The Private Placement was unanimously approved by the directors of the Company, with Mr. Paterson disclosing his interests and abstaining from voting with respect thereto. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

Finders’ fees of $9,000 and 72,0000 warrants were issued to various finders related to the closing of this tranche of the Placement. The finders’ warrants have the same terms and conditions as the Warrants issued to the subscribers under the Placement. All securities issued under this first tranche are subject to TSXV and securities regulatory legends expiring on December 9, 2019. Completion of the financing is subject to acceptance by the TSX Venture Exchange.

On behalf of the Board of Directors,

"Jim Paterson"
James R. Paterson, Chairman and CEO
ValOre Metals Corp.

ValOre Metals Corp. is a member of Discovery Group. For more information please visit: www.discoverygroup.ca .

This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the use of proceeds of the Placement. Although ValOre believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to ValOre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the future operations of ValOre and economic factors. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, ValOre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. ValOre undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of ValOre, or its financial or operating results or (as applicable), their securities.

VANCOUVER, BC – ValOre Metals Corp. (TSX-V: VO) (“ValOre” or the “Company”) today announced the successful completion of the previously announced rights offering (the "Offering") which expired on January 8, 2019, raising a total aggregate proceeds of $2,450,000.

Upon closing, the Company issued a total of 24,500,000 common shares of the Company (each a "Common Share") under the Offering at a price of $0.10 per Common Share.

3,508,237 Common Shares were issued under the basic subscription privilege and zero (0) Common Shares were distributed under the additional subscription privilege to persons who were insiders before the offering. 6,759,119 Common Shares were issued under the basic subscription privilege and 2,316,557 Common Shares were distributed under the additional subscription privilege to all other persons.

As previously announced, in connection with the Offering, certain parties agreed to provide stand-by commitments pursuant to a stand-by guarantee agreement (the "SBG Agreement"). Please refer to ValOre’s press release dated December 3, 2018 for additional details regarding the stand-by commitments. The stand-by guarantors were issued an aggregate of 11,916,090 Common Shares in connection with the Offering and pursuant to the SBG Agreement such Common Shares were allocated as follows:

Name of Stand-By Guarantor	Number of Common Shares	Purchase Price ($)
James Paterson	5,462,500	$546,250
Sandstorm Gold Ltd.	375,000	$37,500
John Robins	2,000,000	$200,000
Inclination Earth Sciences Inc.	1,500,000	$150,000
Robert Scott	1,106,090	$110,609
Vincent Vandamme	350,000	$35,000
James Malone	550,000	$55,000
Dale Wallster	250,000	$25,000
Garth Kirkham	250,000	$25,000
Colin Smith	72,500	$7,250

In consideration for the stand-by commitment, an aggregate of 2,450,000 bonus warrants (each a "Bonus Warrant") were issued to the stand-by guarantors. Each Bonus Warrant is exercisable into a Common Share at a price of $0.23 per Common Share for two years from the date of issuance.

As of the closing date, 49,224,667 common shares of ValOre are issued and outstanding. The Company paid a solicitation fee of 3% in Cash and 3% in Warrants to Canaccord Genuity and Haywood Securities Inc. for an aggregate of $9,598.56 and issued 95,985 Warrants in connection with the distribution of securities in the Rights Offering. The Warrants issued as part of the solicitation fee are exercisable for one Common Share at a price of $0.23 and valid for 2 years from closing.

As previously announced, Mr. James Paterson (the “Lender”), the Chief Executive Officer, a director and shareholder of the Company agreed to lend the Company up to C$1 million on a revolving basis (the “Bridge Loan”) in order to allow the Company to continue its operations until the closing of the Offering. The total amount advanced by the Lender under the Bridge Loan as of the expiry date of the Offering was $610,000. The acquisition cost of 5,462,500 Common Shares acquired by the Lender pursuant to the standby commitment was satisfied by the reduction of the amounts payable to the Lender pursuant to the Bridge Loan. The net proceeds of the Offering will be used to repay the remainder of the Bridge Loan and any portion of the proceeds of the Offering not required to repay the Bridge Loan will be applied as described in the Offering circular dated December 3, 2018.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Vancouver based company with a portfolio of high‐quality uranium and precious metal exploration projects in Canada. In addition to the Baffin Gold Property, ValOre holds Canada's highest‐grade uranium resource outside of Saskatchewan. ValOre’s 89,852 hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43‐101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8. ValOre's comprehensive exploration programs have demonstrated the "District Scale" potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to ValOre's news release of March 1, 2013.

In Saskatchewan, ValOre holds a 100% interest in the 13,711 hectare Hatchet Lake Property and a 50% interest in the 131,412 hectare Genesis Property, both located northeast of the north‐eastern margin of the uranium‐producing Athabasca Basin.

ValOre’s team has forged strong relationships with sophisticated resource sector investors and partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, Chairman and CEO

ValOre Metals Corp.

ValOre Metals Corp. is a member of the Discovery Group of Companies, for more information please visit: www.discoverygroup.ca.

This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the use of proceeds of the Offering. Although ValOre believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to ValOre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the future operations of the Company and economic factors. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, ValOre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. ValOre undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of ValOre, or its financial or operating results or (as applicable), their securities.

Vancouver, B.C. ValOre Metals Corp. (TSX-V: VO) (“ValOre” or the “Company”) today announced that it will conduct an offering (the “Rights Offering”) of rights (“Rights”) to acquire common shares of the Company (“Shares”) for gross proceeds of C$2.45 million.

Rights Offering

Pursuant to the rights offering circular (the “Rights Offering Circular”) and the notice of rights offering (the “Notice of Rights Offering”) for the Rights Offering, each eligible registered shareholder of the Company resident in Canada holding Shares as at the close of business on December 10, 2018 (the “Record Date”) will receive 0.99091284387 of one Right every one Share held. Each Right will entitle the holder to subscribe for one Share at a subscription price of C$0.10 per Share.

The Notice of Rights Offering will also be mailed to holders of Shares resident outside of Canada (the “International Jurisdictions”) together with a letter advising such shareholders that their Rights Certificates will be issued to, and held on their behalf by, the Rights Agent pending confirmation by a shareholder resident in an International Jurisdiction who wishes to participate in the Rights Offering that such shareholder is permitted to participate in the Rights Offering under the securities laws in the International Jurisdiction where such shareholder is resident. In order to have the documents delivered to the Rights Agent (as defined below) by the Expiry Date, it is recommended that shareholders send the documents via registered mail or courier.

The Rights Offering Circular and Notice of Rights Offering will be available on ValOre Metals Corp. SEDAR profile at www.sedar.com and at www.valoremetals.com.

The Rights issued under the Rights Offering will be evidenced by transferable rights certificates (each, a “Rights Certificate”), and will expire at 5:00 p.m. (Eastern time) on January 8, 2019 (the “Expiry Date”), after which time unexercised Rights will be void and of no value. The Rights Offering includes an additional subscription privilege under which eligible holders of Rights, who fully exercise their Rights, will be entitled to subscribe, on a pro rata basis with other shareholders who participate in the oversubscription, for Shares that have not been purchased under the Rights Offering.

The Shares will trade on the TSX Venture Exchange (“TSXV”) on an “ex-rights” basis commencing on December 7, 2018. The Rights will not be listed for trading on the TSXV.

The Notice of Rights Offering and related Rights Certificates will be mailed to all registered holders of Shares resident in Canada as of the close of business on the Record Date. Eligible registered shareholders, as described in the Rights Offering Circular, who wish to exercise their Rights must forward a completed Rights Certificate, together with the applicable funds to exercise their Rights, to Computershare Trust Company of Canada (the “Rights Agent”), the rights agent for the Rights Offering, on or before the Expiry Date. Shareholders who own their Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. Instructions on how shareholders may exercise their Rights are included on page 11 of the Rights Offering Circular as well as on the back of the Rights Certificate.

Loan Agreement and Lender Standby Guarantee

As previously announced, in order to ensure that ValOre can meet its short-term capital requirements, Mr. James Paterson (the “Lender”), the Chief Executive Officer, a director and a shareholder of the Company has agreed to lend the Company up to C$1 million on a revolving basis (the “Bridge Loan”), which will allow the Company to continue its operations until the closing of the Rights Offering. Please refer to ValOre’s press release dated October 26, 2018 for additional details regarding the Bridge Loan.

In connection with the Rights Offering and as a term of the Bridge Loan agreement, the Lender has agreed to provide a stand-by guarantee to subscribe for, and the Company has agreed to issue, up to 8,800,000 Shares offered under the Rights Offering that are not otherwise purchased by the Company’s shareholders (the “Lender Standby Guarantee”). The Lender Standby Guarantee has been approved by the independent directors of the Company. As consideration for the Lender Standby Guarantee, the Company has agreed to issue 880,000 bonus warrants (the “Lender Standby Guarantee Warrants”) to the Lender (being 10% of the amount of the Lender Guarantee). Each Lender Standby Guarantee Warrant will be exercisable for two years from the date of issuance into one Share at a price of $0.23 per Share.

The acquisition cost of any Shares acquired by the Lender pursuant to the exercise of Rights, either under the Lender Standby Guarantee or as a holder of Rights, will be satisfied by the reduction of the amounts payable to the Lender under the Bridge Loan agreement.

The Bridge Loan constitutes a related party transaction under Multilateral Instrument 61-101 – Protection Of Minority Security Holders In Special Transactions as the Lender is a director of the Company and owns 451,360 Shares, representing approximately 1.83% of the Company's outstanding Shares. The Company has relied on the exemption from formal valuation and minority shareholder approval in sections 5.5(a) and 5.7(a) of MI 61-101 as the Bridge Loan represents less than 25% of the Company's market capitalization.

Additional Standby Guarantees

In addition to the Lender Standby Guarantee, the following parties (the “Additional Stand-By Guarantors”) have agreed to provide stand-by commitments in the amounts set out below, for aggregate standby commitments of C$2,450,000 (including the Lender Standby Guarantee). As consideration for the stand-by commitment of each Additional Stand-By Guarantor, the Company has agreed to grant to each Additional Stand-By Guarantors bonus warrants to purchase 10% of the total number of Shares that the Stand-By Guarantors have agreed to acquire under the stand-by commitment (the “ASG Warrants”) as set out below. Each ASG Warrant will be exercisable for two years from the date of issuance into one Share at a price of $0.23 per Share.

Name of Additional Stand-By Guarantor	Stand-By Commitment	ASG Warrants
Sandstorm Gold Ltd.	C$400,000	400,000
John Robins	C$400,000	400,000
Inclination Earth Sciences Inc.	C$400,000	400,000
Robert Scott	C$165,000	165,000
Vincent Vandamme	C$70,000	70,000
James Malone	C$60,000	60,000
Dale Wallster	C$30,000	30,000
Garth Kirkham	C$30,000	30,000
Colin Smith	C$15,000	15,000

Soliciting Dealer

In connection with the Rights Offering, ValOre may engage certain soliciting dealers to assist ValOre with soliciting the exercise of the Rights by holders of those Rights.

If the Company engages such soliciting dealers, in consideration for providing soliciting dealer services, ValOre intends to pay each soliciting dealers a cash commission of 3% of the gross proceeds raised under the Rights Offering attributable to such soliciting dealer. ValOre also intends to grant to the soliciting dealers non-transferable warrants (“Dealer Warrants”) entitling the soliciting dealers to acquire that number of Shares equal to 3% of the number of Shares distributed pursuant to the Rights Offering attributable to the soliciting dealer, with each Dealer Warrant exercisable at $0.23 into one Common Share for a period of one year from the closing date of the Rights Offering.

About ValOre

ValOre Metals Corp. (TSX‐V: VO) is a Vancouver based company with a portfolio of high‐quality uranium and precious metal exploration projects in Canada. In addition to the Baffin Gold Property, ValOre holds Canada's highest‐grade uranium resource outside of Saskatchewan. ValOre’s 89,852 hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43‐101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U₃O₈. ValOre's comprehensive exploration programs have demonstrated the "District Scale" potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to ValOre's news release of March 1, 2013.

ValOre’s team has forged strong relationships with sophisticated resource sector investors and partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. ValOre was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors

“Jim Paterson”

James R. Paterson, Chairman and CEO

ValOre Metals Corp.
For further information about, ValOre Metals Corp. or this news release, please visit our website at www.valoremetals.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

ValOre Metals Corp. is a member of the Discovery Group of Companies, for more information please visit: www.discoverygroup.ca.

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

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the completion of the Rights Offering and the provision of the standby guarantees. Although ValOre believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to ValOre. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the receipt of regulatory approvals in respect of the Rights Offering and the timing thereof. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, ValOre does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. ValOre undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of ValOre, or its financial or operating results or (as applicable), their securities.

This news release is not an offer of securities for sale in the United States. The offer and sale of the securities offered in the Rights Offering has not been and will not be registered under the US Securities Act of 1933, as amended, or any state securities laws, and such securities may not be offered or sold in the United States absent registration or applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any jurisdiction in which the offer, sale or solicitation would be unlawful.

Not For Distribution To United States Newswire Services Or For Dissemination In The United States

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced a CDN$3 million financing package, comprised of a non-brokered private placement financing to raise gross proceeds of CDN$2.074 Million, and a CDN$1.0 Million payment from Sandstorm Gold Ltd. (“Sandstorm”), subject to certain conditions, in return for Kivalliq granting to Sandstorm a royalty portfolio on certain Kivalliq projects, principally a 1% net smelter returns (“NSR”) royalty payable on all mineral products produced from the Angilak Property uranium project in Nunavut Territory, Canada. Net proceeds will be used to fund exploration and property costs at Kivalliq’s projects in Canada, as well as for general corporate purposes.

Kivalliq will receive CDN$2,074,000 by issuing up to an aggregate of 25,925,000 units (“Units”), at the price of CAD$0.08 per Unit (the “Offering”). Each Unit consists of one common share and one-half of one transferrable, common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a common share of Kivalliq (a “Warrant Share”) for a period of 60 months from the Closing Date at an exercise price of $0.15 per Warrant Share. Sandstorm Gold Ltd. has subscribed to 16,250,000 Units for a total investment of C$1.3 million in this private placement.

Sandstorm Royalty Package

As part of the total financing package, Kivalliq will receive a CDN$1.0 Million payment from Sandstorm, subject to certain conditions, in return for Kivalliq granting to Sandstorm a royalty portfolio on certain Kivalliq projects, principally a 1% NSR royalty payable on all mineral products produced from the Angilak Property in Nunavut Territory, Canada.

With respect to Kivalliq’s Hatchet Lake Property, Kivalliq has transferred and assigned to Sandstorm Kivalliq’s buy back right (See Kivalliq news release of February 10, 2015). Upon Sandstorm’s exercise of this royalty buy back right, Kivalliq has agreed to grant to Sandstorm a 0.5% NSR royalty payable on all mineral products produced from the Hatchet Lake Property uranium project in Saskatchewan, Canada.

“This financing package puts Kivalliq in a strong position to start 2017, just as interest in our sector seems to be heating up,” stated Kivalliq CEO, Jim Paterson. “We welcome the Sandstorm team as new cornerstone investors and financial partners; adding to a shareholder registry that has continued to support us over the lifetime of the Company. We take great pride in knowing that a group with Sandstorm’s technical expertise, financial acumen, and excellent reputation in our industry has chosen to support Kivalliq Energy based upon the merits of our team and project portfolio.”

The securities issued by Kivalliq in connection with the Offering are subject to a four month “hold period” expiring on May 17, 2017 as prescribed by the Exchange and applicable securities laws. Finders’ fees of $124,440 cash and 1,555,550 warrants will be paid in connection with the Financing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium exploration projects in Canada. Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. The Company’s flagship project, the 89,852 hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8. Kivalliq’s comprehensive exploration programs continue to demonstrate the “District Scale” potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to Kivalliq’s news release of March 1, 2013.

In Saskatchewan, Kivalliq holds a 100% interest in the 13,711 hectare Hatchet Lake Property adjacent to the north-eastern margin of the highly prolific uranium-producing Athabasca Basin. Compilation of results from previous exploration by Hathor Exploration Limited and Rio Tinto have identified multiple, priority unconformity-related basement targets at Hatchet Lake that were followed up in 2015.

Kivalliq also holds a 100% interest in the 200,909 hectare Genesis Property located northeast of Saskatchewan’s Athabasca Basin, with Roughrider Exploration Limited funding the current exploration program pursuant to an option to acquire up to an 85% interest in the property. This highly prospective project is located along the Wollaston-Mudjatik trend and extends 90 km northeast from Wollaston Lake to the Manitoba border.

Kivalliq’s team of northern exploration specialists has forged strong relationships with sophisticated resource sector investors and Angilak Property partner Nunavut Tunngavik Inc. (NTI). Kivalliq was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Kivalliq Energy Corporation
For further information about, Kivalliq Energy Corporation or this news release, please visit our website at www.kivalliqenergy.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

Kivalliq Energy Corporation is a member of the Discovery Group of Companies, for more information please visit www.discoverygroup.ca.

Certain disclosures in this release constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kivalliq's operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects. Readers are cautioned not to place undue reliance on forward-looking statements. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Not For Distribution To United States Newswire Services Or For Dissemination In The United States

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced the closing of the previously announced, (See Kivalliq release June 21, 2016) non-brokered private placement financing to raise gross proceeds of CDN$400,000, to fund mineral exploration at Kivalliq’s wholly-owned properties in Canada.

Kivalliq has issued 4,000,000 units (“Units”), at the price of CDN$0.10 per Unit (the “Offering”). Each Unit consists of one common share issued on a “flow-through basis” (a “FT Share”) pursuant to the Income Tax Act (Canada) and one-half of one non-flow-through common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a non-flow-through common share of Kivalliq (a “Warrant Share”) for a period of 24 months from the Closing Date at an exercise price of $0.15 per Warrant Share.

The Warrants are subject to an acceleration clause, whereby, if the weighted average trading price of Kivalliq’s shares on the TSX Venture Exchange (the “Exchange”) is at a price equal to or greater than $0.30 for a period of 20 consecutive trading days, Kivalliq will have the right to accelerate the expiry date of the Warrants. Kivalliq will give written notice to the holders of the Warrants that the Warrants will expire within 30 days of the date of notice to the Warrant holders. Such notice by Kivalliq to the holders of the Warrants may not be given until 4 months and one day after the Closing Date.

Kivalliq will use the net proceeds of the Offering for eligible exploration expenditures, which will constitute “Canadian Exploration Expenses” (“CEE”) that are “Flow-Through mining expenditures”, as defined in the Income Tax Act which can be renounced to purchasers of the FT Shares for the 2016 taxation year in the aggregate amount of not less than the total amount of the gross proceeds raised from the Offering. The CEE shall be incurred no later than December 31, 2017.

Closing is subject to receipt of applicable regulatory approvals, including the Exchange. The securities issued by Kivalliq in connection with the Offering are subject to a four month “hold period” as prescribed by the Exchange and applicable securities laws. The Offering is subject to finders’ fees payable of 240,000 finders’ warrants, with terms identical to the Warrants issued as part of the Units sold in the Offering.

The Offering is being made pursuant to prospectus exemptions in all provinces of Canada and in other jurisdictions as may be determined by Kivalliq. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Jeff Ward, P.Geo., President of Kivalliq and a Qualified Person for Kivalliq, has reviewed and approved the scientific and technical information contained in this release.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium exploration projects in Canada. Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. The Company’s flagship project, the 101,111 hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U₃O₈, totaling 43.3 million pounds U₃O₈. Kivalliq’s comprehensive exploration programs continue to demonstrate the “District Scale” potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to Kivalliq’s news release of March 1, 2013.

In Saskatchewan, Kivalliq holds a 100% interest in the recently acquired 13,711 hectare Hatchet Lake Property adjacent to the north-eastern margin of the highly prolific uranium-producing Athabasca Basin. Compilation of results from previous exploration by Hathor Exploration Limited and Rio Tinto have identified multiple, priority unconformity-related basement targets at Hatchet Lake that were followed up in 2015.

Kivalliq also holds a 100% interest in the 200,677 hectare Genesis Property located northeast of Saskatchewan’s Athabasca Basin, with Roughrider Exploration Limited funding the current exploration program pursuant to an option to acquire up to an 85% interest in the property. This highly prospective project is located along the Wollaston-Mudjatik trend and extends 90 km northeast from Wollaston Lake to the Manitoba border.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Certain disclosures in this release constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kivalliq’s operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects. Readers are cautioned not to place undue reliance on forward-looking statements. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Not For Distribution To United States Newswire Services Or For Dissemination In The United States

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced plans for summer exploration at the Company’s Angilak Property in Nunavut Territory and a non-brokered private placement financing to raise gross proceeds of CDN$400,000, to fund mineral exploration at Kivalliq’s wholly-owned properties in Canada.

“We are excited to kick-off the first program designed to determine the scope and setting of exceptional gold, silver and PGM results reported from the Yat area since 2007,” stated Jeff Ward, Kivalliq’s President. “Prospecting at Yat in 2015 included one grab sample of 211 g/t gold, 80,900 g/t silver, 1.82% U₃O₈, 6.8% copper, 3.1 g/t platinum and 6.7 g/t palladium, which are very compelling results to follow up this season.”

Yat Target, Angilak Property (Nunavut Territory, Canada)
A $500,000 summer exploration program is planned at the Angilak Property in Nunavut Territory. The 2016 program will begin in early July by mobilizing staff and supplies to the existing Nutaaq camp. Kivalliq plans to carry out trenching, geological mapping, sampling and geochemical surveying at the Yat target, in addition to geochemical surveying along geophysical conductors in the vicinity of the Dipole uranium discovery (see Kivalliq news release October 19, 2015).

The Yat occurrence is located 16 km southwest of the Lac 50 uranium resource and 10 km northeast of the new Dipole discovery, near the northern margin of the Angikuni Basin. Kivalliq staff visited the area in 2015 to investigate high-grade polymetallic mineralization and visible gold (VG) periodically noted during previous Kivalliq prospecting programs. One of three boulder grab samples collected in 2015 returned the highest precious metal assays ever reported from the Angilak Property: 211 g/t Au, 80,900 g/t Ag, 1.82% U₃O₈, 6.8% Cu, 3.1 g/t Pt and 6.7 g/t Pd. A grab sample in 2007 returned 31.9 g/t Au, 1170 g/t Ag, 1.18% Cu and 0.25% U₃O₈ from historic trenches. Follow-up samples in 2010 confirmed these results with 12.90 g/t Au, 1140 g/t Ag and 1.44% U₃O₈ (See news release November 10, 2015).

Locally, the Yat area comprises a 100 m long group of sulphide-bearing radioactive subcrops and historic pits in conglomerate and sandstone. It is characterized by a discreet 250 m wide magnetic low having coincident high-grade Au-Ag-U-Cu-(Pt-Pd) mineralization, occurring with quartz-carbonate breccia and veins in hydrothermally altered host rock. Historic work in the late 1970’s and early 1980’s included U-Cu-Mo-Ag-Pb soil surveys, trenching and four drill holes. There is no record of historic rock analysis for Au, Ag, or platinum group metals (PGM). Uranium work by Kivalliq since 2007 has included airborne geophysics, prospecting, ground gravity, Mag-VLF surveys, and four shallow reverse circulation holes in 2011. To view compilation images for the Yat Target area please visit: http://kivalliqenergy.com/uranium/angilak/maps/

Flow-Through Financing
Kivalliq also today announced a non-brokered private placement financing to raise gross proceeds of CDN$400,000, to fund mineral exploration at Kivalliq’s wholly-owned Angilak and Hatchet Lake Properties in Canada. Kivalliq intends to raise the funds by issuing up to 4,000,000 units (“Units”), at the price of CDN$0.10 per Unit (the “Offering”). Each Unit consists of one common share issued on a “flow-through basis” (a “FT Share”) pursuant to the Income Tax Act (Canada) and one-half of one non-flow-through common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a non-flow-through common share of Kivalliq (a “Warrant Share”) for a period of 24 months from the Closing Date at an exercise price of $0.15 per Warrant Share.

The Warrants will be subject to an acceleration clause, whereby, if the weighted average trading price of Kivalliq’s shares on the TSX Venture Exchange (the “Exchange”) is at a price equal to or greater than $0.30 for a period of 20 consecutive trading days, Kivalliq will have the right to accelerate the expiry date of the Warrants. Kivalliq will give written notice to the holders of the Warrants that the Warrants will expire within 30 days of the date of notice to the Warrant holders. Such notice by Kivalliq to the holders of the Warrants may not be given until 4 months and one day after the Closing Date.

Closing of the Offering is anticipated to occur on or about July 5, 2016 and is subject to receipt of applicable regulatory approvals, including the Exchange. The securities issued by Kivalliq in connection with the Offering are subject to a four month “hold period” as prescribed by the Exchange and applicable securities laws. A portion of the Offering may be subject to finders’ fees. Insiders of the Company may subscribe to a portion of the financing.

Jeff Ward, P.Geo., President of Kivalliq and a Qualified Person for Kivalliq, has reviewed and approved the scientific and technical information contained in this release.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium exploration projects in Canada. Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. The Company’s flagship project, the 101,111 hectare Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U₃O₈, totaling 43.3 million pounds U₃O₈. Kivalliq’s comprehensive exploration programs continue to demonstrate the “District Scale” potential of the Angilak Property. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please refer to Kivalliq’s news release of March 1, 2013.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Kivalliq Energy Corporation

For further information about, Kivalliq Energy Corporation or this news release, please visit our website at www.kivalliqenergy.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced the closing of the final tranche of the CDN$2.7M Non-Brokered Private Placement (“Placement”) financing announced March 30, 2015.

As part of this final tranche, Kivalliq has issued an additional 10,469,166 non-flow-through units (“NFT Units”), at the price of CDN$0.12 per NFT Unit for gross proceeds of CDN$1,256,299. Each NFT Unit consists of one non-flow through common share and one-half of one non-transferable, non-flow-through common share purchase warrant. Each whole warrant will be exercisable into a non-flow-through common share of Kivalliq for a period of 24 months from the closing date at an exercise price of CDN$0.18 per warrant share.

On April 20, Kivalliq announced the Closing of the first tranche of the Placement by issuing 10,152,134 flow-through units (“FT Units”) at the price of CDN$0.15 per FT Unit for gross proceeds of $1,522,820.

With the Closing of this Placement, Kivalliq raised CDN$2,779,119 by issuing an aggregate of 20,621,300 units, as follows:

CDN$1,522,820 gross proceeds by issuing 10,152,134 FT Units, at the price of CDN$0.15 per FT Unit;
CDN$1,256,299 gross proceeds by issuing 10,469,166 NFT Units, at the price of CDN$0.12 per NFT Unit.

All warrants issued under the Placement will be subject to an acceleration clause, whereby, if the weighted average trading price of Kivalliq’s shares on the TSX Venture Exchange (the “Exchange”) is at a price equal to or greater than CDN$0.30 for a period of 20 consecutive trading days, Kivalliq will have the right to accelerate the expiry date of the warrants. Kivalliq will give written notice to the holders of the warrants that the warrants will expire within 30 days of the date of notice to the warrant holders. Such notice by Kivalliq to the holders of the warrants may not be given until 4 months and one day after the Closing Date.

Kivalliq will use the net proceeds from this Placement for corporate purposes, as well as to fund mineral exploration in Saskatchewan and the Nunavut Territory, Canada.

The NFT Units issued under this second tranche are subject to the Exchange and securities regulatory legends expiring on August 29, 2015.

Insiders subscribed for an aggregate of $480,800 or 3,652,000 FT and NFT Units. In aggregate, the Placement was subject to the following finders' fees: $79,800.60 cash commission and 691,224 finders’ warrants, subject to the same terms as the warrants issued as part of the Placement.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium exploration projects in Canada. Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. The Company’s flagship project, the 275,469 acre Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U3O8, totaling 43.3 million pounds U3O8. Kivalliq’s comprehensive exploration programs continue to advance the Lac 50 Trend and demonstrate the “District Scale” potential of the Angilak Property.

Kivalliq holds a 100% interest in the recently acquired 13,711 hectare Hatchet Lake Property adjacent to the north-eastern margin of Saskatchewan’s highly prolific Athabasca Basin. Results from previous work by Hathor Exploration Ltd and Rio Tinto Canada Uranium Corporation have identified multiple priority unconformity related basement targets at Hatchet Lake for follow-up in 2015.
Kivalliq also holds a 100% interest in the 495,883 Genesis Property located northeast of Saskatchewan’s Athabasca Basin, with Roughrider Exploration Limited funding the current exploration program pursuant to an option to acquire up to an 85% interest in the property. This highly prospective project is located along the Wollaston-Mudjatik trend and extends 90 kilometres northeast from the Athabasca Basin to the Manitoba border.

Kivalliq’s team of northern exploration specialists has also forged strong relationships with sophisticated resource sector investors and Angilak Property partner Nunavut Tunngavik Inc. (NTI). Kivalliq was the first company to sign a comprehensive agreement to explore for uranium on Inuit Owned Lands in Nunavut Territory, Canada and is committed to building shareholder value while adhering to high levels of environmental and safety standards and proactive local community engagement.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Kivalliq Energy Corporation

For further information about, Kivalliq Energy Corporation or this news release, please visit our website atwww.kivalliqenergy.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

Kivalliq Energy Corporation is a member of the Aurora Mineral Resource Group of companies. For more information please visit www.auroraresource.com.

Certain disclosures in this release constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kivalliq's operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects. Readers are cautioned not to place undue reliance on forward-looking statements. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposit, please refer to Kivalliq’s news release of March 1, 2013. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced the closing of the first tranche of the CDN$2,700,000 Non-Brokered Private Placement (“Placement”) financing announced March 30, 2015. Kivalliq has issued 10,152,134 units (“FT Units”), at the price of CDN$0.15 per FT Unit for gross proceeds of CDN$1,522,820. Each FT Unit consists of one common share issued on a “flow-through basis” (a “FT Share”) pursuant to the Income Tax Act (Canada) and one-half of one non-transferable, non-flow-through common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a non-flow-through common share of Kivalliq (a “Warrant Share”) for a period of 24 months from the Closing Date at an exercise price of $0.18 per Warrant Share.

Kivalliq expects to close the second and final tranche of this financing, by issuing approximately an additional 10,000,000 units (“Units”), at the price of CAD$0.12 per Unit for gross proceeds of CDN$1,200,000, on or about April 28, 2015. Each Unit consists of one common share and one-half of one non-transferable, non-flow-through common share purchase warrant. Each whole warrant will be exercisable into a non-flow-through common share of Kivalliq for a period of 24 months from the closing date at an exercise price of 18 cents per warrant share. The closing is subject to receipt of applicable regulatory approvals.

The Warrants, as part of both the FT Offering and Offering, will be subject to an acceleration clause, whereby, if the weighted average trading price of Kivalliq’s shares on the TSX Venture Exchange (the “Exchange”) is at a price equal to or greater than $0.30 for a period of 20 consecutive trading days, Kivalliq will have the right to accelerate the expiry date of the Warrants. Kivalliq will give written notice to the holders of the Warrants that the Warrants will expire within 30 days of the date of notice to the Warrant holders. Such notice by Kivalliq to the holders of the Warrants may not be given until four months and one day after the Closing Date.

The FT Shares and Warrants issued under this first tranche are subject to TSX-V and securities regulatory legends expiring on August 21, 2015.

Finders’ fees of $43,200.60 and 288,004 warrants were issued to various finders under the Placement. The finders’ warrants have the same terms and conditions as the Warrants issued to the subscribers under the Placement.

Kivalliq will use the net proceeds from this financing to fund mineral exploration in Saskatchewan and the Nunavut Territory, Canada.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium exploration projects in Canada. Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. The Company’s flagship project, the 275,469 acre Angilak Property in Nunavut Territory, hosts the Lac 50 Trend with a NI 43-101 Inferred Resource of 2,831,000 tonnes grading 0.69% U₃O₈, totaling 43.3 million pounds U₃O₈. Kivalliq’s comprehensive exploration programs continue to advance the Lac 50 Trend and demonstrate the “District Scale” potential of the Angilak Property.

Kivalliq also holds a 100% interest in the 495,883 Genesis Property located northeast of Saskatchewan’s Athabasca Basin, with Roughrider Exploration Limited funding the current exploration program pursuant to an option to acquire up to an 85% interest in the property. This highly prospective project is located along the Wollaston-Mudjatik trend and extends 90 kilometres northeast from the Athabasca Basin to the Manitoba border.

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Kivalliq Energy Corporation

For further information about, Kivalliq Energy Corporation or this news release, please visit our website atwww.kivalliqenergy.com or contact Investor Relations toll free at 1.888.331.2269, at 604.646.4527, or by email at [email protected].

Kivalliq Energy Corporation is a member of the Aurora Mineral Resource Group of companies. For more information please visit www.auroraresource.com.

Certain disclosures in this release constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kivalliq's operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects. Readers are cautioned not to place undue reliance on forward-looking statements. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposit, please refer to Kivalliq’s news release of March 1, 2013. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.