M&A & Transactions Archives

Vancouver, British Columbia, May 29, 2026 – Future Fuels Inc. (TSXV: FTUR; FSE: S0J) (“Future Fuels” or the “Company”) and ValOre Metals Corp. (“ValOre”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) are pleased to announce that, further to their previous joint news release dated February 26, 2026 and the news releases of ValOre dated April 16, 2026 and May 19, 2026, and pursuant to an amalgamation agreement dated February 25, 2026, as amended (the “Amalgamation Agreement”) among the Company, Hatchet Uranium Corp. (“HUC”) and 1564470 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of the Company, the Company has acquired all of the issued and outstanding securities of HUC by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the “Acquisition”). The amalgamated entity will continue as a wholly-owned subsidiary of Future Fuels under the name “Future Fuels Athabasca Inc.” (“Amalco”).

Rob Leckie, Chief Executive Officer of Future Fuels stated: “The closing of this acquisition marks an exciting new chapter for Future Fuels as we expand our portfolio into a celebrated uranium exploration jurisdiction. While the Hornby Basin remains the cornerstone of our long-term vision, the addition of HUC’s Athabasca Basin assets positions us in proximity to several significant uranium discoveries and producing operations. The Athabasca also affords us a more extended field season, allowing our teams to maintain operational momentum and advance exploration activities throughout much of the year. We believe this complementary asset base will enhance shareholder value while we continue to unlock the considerable potential we see in the Hornby. We look forward to advancing both frontiers and keeping the market updated as our work programs progress.”

Jim Paterson, Chairman, ValOre Metals Corp and director of HUC stated: “In 2024, ValOre formed a plan to derive value from its Saskatchewan uranium exploration project in order to focus on its 100% held Pedra Branca PGM property located in Brazil. Upon closing of this transaction, ValOre will become a significant shareholder of Future Fuels Inc., a company with a strong team, a large and prospective project portfolio, and a highly financeable corporate structure.”

Summary of Mineral Claims

On closing of the Acquisition, the Company, through Amalco, acquired a broad, district‑scale uranium exploration portfolio comprising five project areas, Hatchet Lake, Highway, CBX/Shoe, Usam and Genie, totaling approximately 97,674 hectares in northern Saskatchewan. The portfolio combines a mix of wholly owned claims and optioned interests, including a flagship core property, a large earn‑in project with no prior drilling, and several ancillary projects with historical work and modern follow‑up. Across the properties, exploration to date has included historical surveys and drilling supplemented by recent target generation, airborne surveys, prospecting and sampling, which together have identified multiple areas of uranium mineralization and strong surface anomalies.

The Hatchet Lake property is subject to a 2% net smelter return royalty in favour of Rio Tinto Exploration Canada Inc., subject to the right of International Gold Corporation to purchase 0.5% of such net smelter return royalty (thereby reducing such 2% net smelter return royalty to a 1.5% net smelter return royalty) for $750,000. If Amalco exercises its option on the Highway property, the Highway property will be subject to a 2% net smelter return royalty payable to Skyharbour Resources Ltd. (“Skyharbour”). The Genie, Usam and CBX/Shoe uranium projects are also subject to a 2% net smelter return royalty payable to Skyharbour.

Certain claims within the mineral portfolio to be held by Amalco are currently not in good standing. However, HUC has made all required payments and reported all required expenditures with the Government of Saskatchewan, and the parties expect that upon completion of administrative processing, the claims will be in good standing going forward. The Company and Amalco will be responsible for maintaining the claims following the closing of the Acquisition.

Terms of the Amalgamation Agreement

Under the terms of the Amalgamation Agreement, HUC amalgamated with Subco, and Future Fuels acquired all of the outstanding securities of HUC on the following basis: (i) each common share of HUC (each, a “HUC Share”) was exchanged for 0.760836 of a common share in the capital of Future Fuels (each whole share, a “Consideration Share”); and (ii) each common share purchase warrant of HUC (each, a “HUC Warrant”) was exchanged for 0.760836 of a common share purchase warrant of Future Fuels (each whole warrant, a “Consideration Warrant”).

In connection with the Acquisition, HUC entered into a financial advisory consulting agreement dated October 24, 2025, as amended, with an arm’s length third party (the “Consultant”) pursuant to which the Consultant or its assignee acquired an unsecured convertible debenture (the “HUC Convertible Debenture”) in the principal amount of $250,000, bearing interest at 0% per annum. The HUC Convertible Debenture automatically converted into 5,000,000 HUC Shares immediately prior to the completion of the Acquisition.

Immediately prior to the completion of the Acquisition, there were 19,715,165 HUC Shares and 1,452,013 HUC Warrants issued and outstanding. Upon the completion of the Acquisition, 14,999,989 Consideration Shares and 1,104,743 Consideration Warrants were issued to the former securityholders of HUC (each, a “HUC Securityholder”). The Consideration Warrants are exercisable at a price of (a) $0.8050 per share if exercised on or before February 10, 2027, and (b) $0.9660 per share if exercised from February 11, 2027 up to and including the expiry date of February 10, 2028.

The Consideration Shares and Consideration Warrants issued to the HUC Securityholders are subject to escrow and/or resale restrictions under the policies of the TSX Venture Exchange (the “Exchange”) and applicable securities laws. In addition, the following restrictions on transfer will apply to such securities:

2,353,905 of the Consideration Shares will be subject to the following voluntary contractual hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the closing date of the Acquisition (the “Closing Date”);
8,841,904 of the Consideration Shares will be subject to the following voluntary contractual hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date;
3,804,180 of the Consideration Shares will be subject to the following Exchange mandated hold periods: 25% of such shares will be released on the date that is 12 months following the Closing Date, 25% of such shares will be released on the date that is 18 months following the Closing Date, 20% of such shares will be released on the date that is 24 months following the Closing Date, 15% of such shares will be released on the date that is 30 months following the Closing Date and 15% of such shares will be released on the date that is 36 months following the Closing Date;
the common shares of Future Fuels to be issued upon due exercise of the first 16% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following voluntary contractual hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the Closing Date; and
the common shares of Future Fuels to be issued upon due exercise of the remaining 84% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following voluntary contractual hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date.

The Acquisition was not subject to shareholder approval requirements under the policies of the Exchange.

Under the Amalgamation Agreement, ValOre is not responsible for any obligations of HUC, which obligations will be assumed by Amalco after closing.

Skyharbour Obligations

Following satisfaction of the first‑year option requirements, the Company is required to complete the remaining option payments and exploration expenditures on or before the second and third anniversaries of the effective date of the option agreement with Skyharbour dated October 29, 2024, as amended, in order to earn its 80% interest in the Highway property. On or before the second anniversary of the effective date, the Company must make a cash payment of $20,000, issue common shares to Skyharbour having a deemed value of $25,000 (the “Initial Option Shares”), and incur $300,000 in additional exploration expenditures on the Highway property.

On or before the third anniversary of the effective date, the Company is required to make a further cash payment of $200,000, issue common shares having a deemed value of $1,000,000 (together with the Initial Option Shares, the “Option Shares”), and incur an additional $1.5 million in exploration expenditures on the Highway property. Exploration expenditures incurred in excess of the minimum required amounts in any period may be carried forward and applied to future expenditure requirements under the option agreement.

The Option Shares will have a deemed price per share equivalent to the greater of (a) the 20-day volume-weighted average price of such shares at the time of issuance, and (b) $0.10. The maximum number of Option Shares issuable by the Company to Skyharbour pursuant to the option payments is 10,250,000 Option Shares.

Non-Arm’s Length Parties

IsoEnergy Inc. (“IsoEnergy”) is a Non-Arm’s Length Party of the Company under TSX Venture Exchange (“TSXV”) definitions by virtue of being a >10% shareholder of the Company. Two of the HUC Securityholders (the “IsoEnergy Insiders”) are also considered Non-Arm’s Length Parties of the Company under TSXV definitions by virtue of being officers of IsoEnergy. Additionally, Mega Uranium Ltd. (collectively with the IsoEnergy Insiders, the “Non-Arm’s Length Party HUC Securityholders”) is a Non-Arm’s Length Party of the Company under TSXV definitions by virtue of having a common director or officer with IsoEnergy. None of the Non-Arm’s Length Party HUC Securityholders are “related parties” as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Pursuant to the Acquisition, the Non-Arm’s Length Party HUC Securityholders were issued 755,916 Consideration Shares, representing 0.7% of the issued and outstanding shares of the Company on a non-diluted basis.

About Future Fuels Inc.

Future Fuels’ principal asset is the Hornby Project, covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic Mountain Lake System. Additionally, Future Fuels holds the Covette Project in Quebec’s James Bay region, comprising 65 mineral claims over 3,370 hectares.

On behalf of the Board of Directors

“Rob Leckie”

Rob Leckie, CEO and Director

[email protected]
604-681-1568
X: @FutureFuelsInc
www.futurefuelsinc.com

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Canadian company with a team aiming 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 and innovation.

On behalf of the Board of Directors,

“Jim Paterson”

James R. Paterson, Chairman

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 by email at [email protected].

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

Neither 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws.

Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “adjacent”, “plans”, “prolific”, “focus”, “extension”, “intended”, “advance”, “potential”, “opportunity,” “impact”, “establish”, “propose”, “strategic”, “important”, “plan”, “milestone”, “prime”, “success”, “undertake”, “provide”, “preeminent”, “contemplate”, “exposure”, “strong”, “transformation”, “represent”, “numerous”, “accessible”, “intension”, “ability”, “intend”, “identify”, “expand”, variants of these words and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of exploration plans or business and financing objectives of each of ValOre, Future Fuels and Future Fuels Athabasca Inc., and the HUC Properties acquired pursuant to the Acquisition.

All statements that describe ValOre’s and Future Fuels’ plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by each of ValOre’s and Future Fuels’ management, and so involve inherent risks and uncertainties, including such further risks as disclosed in Future Fuels’ periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by ValOre or Future Fuels that the actual results realized in the future will be the same in whole or in part as those presented herein. Readers are referred to the additional information regarding each of ValOre’s and Future Fuels’ respective businesses contained in the reports filed with the securities regulatory authorities in Canada. Although ValOre and Future Fuels have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on ValOre and Future Fuels and the risks and challenges of their business, investors should review ValOre’s and Future Fuels’ respective filings that are available at www.sedarplus.ca.

Each of ValOre and Future Fuels provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. Neither ValOre nor Future Fuels assumes any obligation to update or revise any forward-looking statements, other than as required by law

Vancouver, British Columbia, May 19, 2026 – ValOre Metals Corp. (“ValOre” or “the Company”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) today announced that, further to its press release dated April 16, 2026 and the joint press release of ValOre and Future Fuels Inc. (“FTUR”) dated February 26, 2026, the Company has received conditional acceptance from the TSX Venture Exchange for the sale of its 51% interest in Hatchet Uranium Corp. (“HUC”) to FTUR. ValOre, HUC and FTUR are working towards satisfying the remaining conditions of closing which include TSXV consent to closing, delivery of title opinions or other satisfactory evidence of title to properties owned by HUC and FTUR, receipt of third party consents, and delivery of standard officer’s certificates and other closing documents. ValOre and HUC expect the transaction to close on or before May 31, 2026.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Canadian company with a team aiming 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 and innovation.

On behalf of the Board of Directors,

“Jim Paterson”

James R. Paterson, Chairman

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 at 778-819-4484, or by email at [email protected].

ValOre Metals Corp. is a proud member of Discovery Group. For more information please visit: https://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 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, British Columbia, April 16, 2026 – ValOre Metals Corp. (“ValOre” or “the Company”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) today provided an update on the disposition of its interest in Hatchet Uranium Corp. (“HUC”), a 51% owned subsidiary of ValOre. Further to ValOre’s press release dated February 26, 2026, ValOre and HUC continue to move towards closing of the disposition of the HUC shares to Future Fuels Inc. (“FTUR”). The “Outside Date” in the Amalgamation Agreement between FTUR, 1564470 B.C. Ltd. and HUC has been extended from March 31, 2026 to April 30, 2026. On March 10, 2026, HUC shareholders unanimously approved the transaction. ValOre and HUC continue to work towards satisfying the remaining conditions to closing, including obtaining TSX Venture Exchange (“TSXV”) acceptance. As part of the TSXV approval process, the TSXV has requested that ValOre provide a summary of the various transactions leading up to the transaction with FTUR. That disclosure is provided below. The closing of the transaction remains subject to review and acceptance by the TSXV.

Summary of ValOre/HUC Transactions

In 2024, ValOre formed a plan to derive value from the Company’s Saskatchewan uranium exploration project (the “Hatchet Property”) in order to focus on its 100% held Pedra Branca PGM property located in Brazil. As a result, commencing in 2024, ValOre completed a number of transactions in pursuit of this objective which can be summarized as follows:

Beaconsfield Transaction

As an initial step, ValOre entered into a Framework Agreement dated February 27, 2024 (the “Framework Agreement”) with Beaconsfield Ventures Ltd. (“Beaconsfield”). Pursuant to the Framework Agreement, ValOre agreed to transfer the Hatchet Property to HUC, a newly incorporated wholly-owned subsidiary of ValOre in consideration for 7,500,000 shares at a deemed value of $0.10 per share, and Beaconsfield would concurrently subscribe for 2,500,000 HUC shares at a price of $0.10 per share. These transactions were completed in February/March 2024. Upon completion of these transactions, the shares of HUC were owned 75% by ValOre and 25% by Beaconsfield. Beaconsfield was at arm’s length to ValOre at the time of these transactions.

Flow-Through Share Financing

On May 16, 2024, HUC completed a charity flow-through share financing of 1,111,112 common shares at a price of $0.45 per share for gross proceeds of $500,000. PearTree Securities Inc. (“PearTree”) acted as agent in this financing. No fee or commission was paid to PearTree. The proceeds from this financing were used to fund future exploration of the Hatchet Property. As part of this financing, Beaconsfield also acquired 50,000 shares as a “back-end” purchaser. At the time, Beaconsfield was not at arm’s length to HUC, as it owned 25% of the outstanding shares of HUC prior to the financing. All other placees in the financing were at arm’s length to ValOre and HUC. The Framework Agreement and this financing were announced in ValOre’s press release dated May 29, 2024. As a result of this financing, ValOre’s interest in HUC was reduced from 75% to 67.5%. The participation of Beaconsfield in the financing was not subject to disinterested shareholder approval.

Additional Financings

On December 12, 2024, HUC completed a second charity flow-through share financing of 1,488,777 common shares at a price of $0.75 per share for gross proceeds of $1,116,582.75. PearTree acted as agent in this financing. No fee or commission was paid to PearTree. The proceeds from this financing were used to fund further exploration of the Hatchet Property and the properties that would be subject to the Skyharbour Agreements (described below). All placees in the financing were at arm’s length to ValOre and HUC.

On January 30, 2025, HUC completed a third charity flow-through share financing of 408,160 common shares at a price of $0.75 per share. PearTree acted as agent in this financing. No fee or commission was paid to PearTree. The proceeds from this financing were also to be used to fund further exploration of the Hatchet Property and the properties that would be subject to the Skyharbour Agreements (described below). All placees in the financing were at arm’s length to ValOre and HUC.

Also on January 30, 2025, HUC completed a non-flow through financing of 204,082 common shares at a price of $0.49 per share. The proceeds from this financing were used for general working capital. All placees in the financing were at arm’s length to ValOre and HUC.

The December 2024 and January 2025 financings were announced in ValOre’s press release dated February 5, 2025. As a result of these financings, ValOre’s interest in HUC was reduced from 67.5% to 56.8%.

Skyharbour Agreements

On October 29, 2024, HUC entered into the following agreements (the “Skyharbour Agreements”) with Skyharbour Resources Ltd. (“Skyharbour”) to acquire additional properties in Saskatchewan (collectively the “Skyharbour Properties”):

Option agreement dated October 29, 2024, as amended by agreements dated February 7, 2025, January 21, 2026, and February 19, 2026 (the “Skyharbour Option Agreement”). Pursuant to the Skyharbour Option Agreement, HUC acquired an option to acquire an 80% interest in the Highway Property for total consideration of $245,000 cash, $1,050,000 payable in HUC shares, and $2,050,000 in exploration expenditures over a period of three years. Upon exercise of the option, Skyharbour and HUC would form an 80/20 joint venture to develop the Highway Property. Skyharbour would retain a 2% NSR royalty, and HUC would have the right to purchase 1% of the royalty for $1,000,000. Pursuant to a letter agreement dated February 7, 2025, the properties subject to the option were expanded to include five additional claims known as the Horton Claims and the Lynx Claims. As consideration for including these additional claims, HUC paid Skyharbour a cash fee of $8,000. On October 29, 2025, HUC issued 51,020 HUC shares to Skyharbour to satisfy the option payment payable in shares which was due on October 29, 2025. Pursuant to a “side letter” amending agreement dated April 16, 2026, the Skyharbour Option Agreement was amended to provide that the shares issuable to satisfy option payment obligations would be issued at a deemed price per share equivalent to the greater of (A) the 20 day VWAP at the time of issuance, and (B) $0.10. Based on a minimum share issue price of $0.10/share, the maximum number of additional HUC share issuable to exercise the option would be 10,250,000 HUC shares, subject to a “blocker” provision. The “blocker” provision provides that if the issuance of HUC shares pursuant to the exercise of the option would result in Skyharbour holding 10% or more of the outstanding shares of HUC (or successor), HUC (or successor) would issue that number of shares which would result in Skyharbour receiving 9.9% of the issued and outstanding shares of HUC (or successor) post -issuance, and will pay cash in lieu of the value of the shares for the difference. The side letter also includes a “blocker” that restricts Skyharbour from exercising any warrants to purchase shares of HUC (or its successor) if after such exercise, Skyharbour will own 10% or more of the outstanding shares of HUC (or its successor).
Mineral Property Purchase Agreement dated October 29, 2024, as amended by agreements dated January 21, 2026 and February 19, 2026 (the “Skyharbour Purchase Agreement”). Pursuant to the Skyharbour Purchase Agreement, HUC agreed to purchase the Genie, Usam and CBX/Shoe uranium projects (the “Genie Property”) in consideration for 1,452,013 units of HUC at a deemed price of $0.49 per unit. Each unit consisted of one common shares of HUC, and one warrant. Each warrant entitles Skyharbour to purchase one additional HUC share at a price of $0.6125 until February 10, 2027 and thereafter at a price of $0.735 until February 10, 2028. The 1,452,013 units of HUC were issued to Skyharbour on February 10, 2025.

The agreements with Skyharbour were announced in ValOre’s press release dated November 4, 2024. The closing of the Skyharbour Agreements was completed and announced in ValOre’s press release dated February 10, 2025. As a result of the issuance of the units to acquire the Genie Property, ValOre’s interest in HUC was reduced from 56.8% to approximately 51% (on an undiluted basis). If the transaction with FTUR (described below) does not complete, and Skyharbour exercises its 1,452,013 warrants, ValoOre’s interest in HUC would be diluted to approximately 46%.

Amalgamation Agreement with Future Fuels and Consulting Agreement

On February 25, 2026, HUC entered into an amalgamation agreement (the “Amalgamation Agreement”) with FTUR and its wholly-owned subsidiary 1564470 B.C. Ltd. (“Subco”). Pursuant to the Amalgamation Agreement, HUC agreed to amalgamate (the “Amalgamation”) with Subco, and HUC shareholders would have their HUC shares exchanged for shares of FTUR. Complete details of this transaction can be found in the joint ValOre/FTUR’s press release dated February 26, 2026. As disclosed in the February 26, 2026 press release, in connection with the Amalgamation, HUC entered into a financial advisory consulting agreement with an arm’s length third party. At the request of the TSX Venture Exchange ValOre/HUC wish to clarify the terms of this agreement, as follows:

On October 24, 2025, HUC and JWC Capital Inc. (Jeffrey Chen) (“JWC”) entered into a consulting agreement (the “Consulting Agreement”) pursuant to which JWC would provide consulting services to HUC in connection with a financing or sale transaction (“Sale Transaction”). Pursuant to an agreement dated February 19, 2026, JWC assigned its rights under the Consulting Agreement to Holley Investments Inc. (Peter Holley) (“Holley”) and the deadline for completing a Sale Transaction was extended to April 30, 2026. The Consulting Agreement, as assigned to Holley, provides that as compensation for the consulting services, Holley can purchase for cash, a debenture in the principal amount of $250,000 (the “Debenture”). The Debenture provides that if HUC completes a Sale Transaction on or before April 30, 2026, the Debenture will automatically convert into 5,000,000 common shares of HUC at a deemed price of $0.05 per share immediately prior to the closing of the Sale Transaction. No consideration, other than the issuance of the Debenture, is payable by HUC or ValOre to JWC or Holley in connection with the agreement with FTUR. If HUC does not complete a Sale Transaction on or before April 30, 2026, HUC must repay the $250,000 to Holley. On December 17, 2025, HUC received $250,000 from Holley. On March 5, 2026, HUC issued the Debenture certificate to Holley. JWC and Holley are at arm’s length to ValOre and HUC. As a result of the conversion of the Debenture, ValOre’s interest in HUC will be reduced from 51 to 38% at the closing of the Amalgamation. No invoices or accruals related to the Consulting Agreement are outstanding.

Note 6 of ValOre’s unaudited financial statements for the period ended December 31, 2025 states that the Debenture was issued “During the three months ended December 31, 2025”. This disclosure is hereby clarified to reflect that the $250,000 was received by ValOre during the three months ended December 31, 2025, but that the Debenture was not issued until March 5, 2026.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX‐V: VO) is a Canadian company with a team aiming 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 and innovation.

ValOre’s Pedra Branca Platinum Group Elements Project comprises 45 exploration licenses covering a total area of 51,096 hectares (126,260 acres) in northeastern Brazil. At Pedra Branca, 7 distinct PGE+Au deposit areas host, in aggregate, a 2022 NI 43-101 inferred resource of 2.198 Moz 2PGE+Au contained in 63.6 Mt grading 1.08 g/t 2PGE+Au. ValOre’s team believes the Pedra Branca project has significant exploration discovery and resource expansion potential. (CLICK HERE to download 2022 technical report* and CLICK HERE for news release dated March 24, 2022).

*The 2022 Technical Report is entitled “Independent Technical Report –Mineral Resource Update on the Pedra Branca PGE Project, Ceará State, Brazil” was prepared as a National Instrument 43-101 Technical Report on behalf of ValOre Metals Corp. with an effective date of March 08, 2022. The 2022 Technical Report by Independent qualified persons, Fábio Valério (P.Geo.) and Porfirio Cabaleiro (P.Eng.), of GE21, commissioned to complete the mineral resource estimate while Chris Kaye of Mine and Quarry Engineering Services Inc. (MQes), was commissioned to review the metallurgical information. The Mineral Resource estimates were prepared in accordance with the CIM Standards, and the CIM Guidelines, using geostatistical, plus economic and mining parameters appropriate to the deposit. Mineral Resources, which are not mineral reserves, do not have demonstrated economic viability, and may be materially affected by environmental, permitting, legal, marketing, and other relevant issues. Mineral Resources are based upon a cut-off grade of 0.4 g/t PGE+Au, correlated to Pd_eq grade of 0.35 g/t, and were limited by an economic pit built in Geovia Whittle 4.3 software and following the geometric and economic parameters as disclosed in the 2022 NI 43-101 Technical Report,

On behalf of the Board of Directors,

“Jim Paterson”

James R. Paterson, Chairman

ValOre Metals Corp.

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

Future Fuels Inc. Enters Into Agreement to Acquire Hatchet Uranium Corp.

ValOre Metals has completed the divestiture of its 51% interest in Hatchet Uranium Corp. to Future Fuels Inc. (TSXV: FTUR), consolidating HUC's five Athabasca Basin claim blocks — totalling approximately 97,674 hectares in Saskatchewan's Wollaston–Mudjatik Transition Zone — under a single, uranium-focused operator. As part of the transaction, ValOre becomes a significant shareholder of Future Fuels, maintaining exposure to the uranium sector while sharpening the Company's focus entirely on the Pedra Branca PGE Project in Brazil and its path to a Preliminary Economic Assessment by Q4 2026.

Vancouver, British Columbia, February 26, 2026 (ACCESS NEWSWIRE) – Future Fuels Inc. (TSXV: FTUR; FSE: S0J) (“Future Fuels”) and ValOre Metals Corp. (“ValOre”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) are pleased to announce that Future Fuels, Hatchet Uranium Corp. (“HUC”), a 51% owned subsidiary of ValOre, and 1564470 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of Future Fuels, have entered into an amalgamation agreement (the “Amalgamation Agreement”), pursuant to which Future Fuels has agreed to acquire all of the issued and outstanding securities of HUC by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the “Acquisition”). Upon completion of the Acquisition, the amalgamated entity will continue as a wholly-owned subsidiary of Future Fuels and is expected to change its name to “Future Fuels Athabasca Inc.”.

Rob Leckie, Chief Executive Officer and a director of Future Fuels, commented: “The acquisition of HUC strengthens Future Fuels' existing portfolio of prospective uranium exploration properties. HUC's assets sit in the world class Athabasca Basin and are proximal to both existing uranium mines, and recent exploration discoveries, making them exciting targets for further work. We look forward to planning the next steps in exploring this prospective land package.”

Jim Paterson, Chairman of ValOre Metals Corp. and director of HUC, commented “We are very happy to become significant shareholders of Future Fuels. This transaction creates a powerhouse in the Canadian uranium exploration sector, with a strong team, a large and prospective project portfolio, and a highly financeable corporate structure. These attributes will help attract capital and drive growth through well funded exploration programs and increased market exposure.”

Summary of HUC Properties

HUC holds interests in five claim blocks (Hatchet Lake, CBX/Shoe, Usam, Genie and Highway) totaling approximately 97,674 ha, located in the Wollaston Lake area of northern Saskatchewan, along the eastern Athabasca Basin margin and largely within the Wollaston–Mudjatik Transition Zone (the “WMTZ”).

The properties have been explored since the late 1960s with airborne and ground geophysics, geological mapping, prospecting, geochemical sampling and limited diamond drilling. Recent work included data compilation and target generation using VRIFY artificial intelligence (“AI”), airborne Mobile MT surveys, ground geophysics, and prospecting and rock sampling completed in 2025.

Hatchet Lake Property

HUC holds six mineral claims totaling approximately 13,711 hectares known as the Hatchet Lake property (the “Hatchet Lake Property”) located north of Wollaston Lake within the northeastern extension of the WMTZ, approximately 75 km east of the Athabasca Basin margin.

The Hatchet Lake Property has been explored since 1968 with airborne EM, magnetic and radiometric surveys, geological mapping, prospecting, soil and lake sediment sampling, and diamond drilling. Recent work included VRIFY AI target generation, ground magnetics, VLF-EM and radiometrics at Scrimes Lake, and prospecting and rock sampling. Scrimes Lake returned spectrometer readings up to 22,000 CPS and 1,637 ppm U, with rock sample assays up to 0.498 wt% U₃O₈.

HUC acquired the Hatchet Lake Property pursuant to a mineral property purchase agreement dated March 16, 2024 between ValOre and HUC, as amended by an amendment agreement dated January 22, 2026. The Hatchet Lake Property is subject to a 2% net smelter returns royalty payable to Rio Tinto Exploration Canada Inc.

Highway Property

HUC holds an option (the “Highway Property Option”) to acquire an 80% interest in nine mineral claims totaling approximately 17,606 hectares known as the Highway Uranium property (the “Highway Property”) located south of Wollaston Lake along Highway 905, outside the main WMTZ but within the eastern Athabasca Basin region and near regional fault systems.

Historical exploration work on the Highway Property includes airborne magnetics, ZTEM and lake sediment surveys with no historical diamond drilling. Recent work included VRIFY AI target investigation, a 1,226 line-km airborne Mobile MT survey, and prospecting and rock sampling, identifying uranium-bearing pegmatite and granite boulders with spectrometer readings up to 4,366 CPS and 230 ppm U.

HUC acquired the Highway Property Option pursuant to an option agreement with Skyharbour Resources Ltd. (“Skyharbour”) dated October 29, 2024, as amended effective February 10, 2025, further amended effective January 21, 2026 and further amended effective February 19, 2026. Upon exercise of the Highway Property Option, the Highway Property will be subject to a 2% net smelter returns royalty payable to Skyharbour on mineral products from the Highway Property.

Ancillary Properties

HUC also holds 25 mineral claims totaling approximately 66,358 hectares comprising the properties known as the Genie, Usam and CBX/Shoe uranium projects (the “Ancillary Properties”), located peripheral to the Athabasca Basin, in northern Saskatchewan, Canada.

HUC acquired the Ancillary Properties pursuant to a mineral property acquisition agreement with Skyharbour dated October 29, 2024, as amended effective January 21, 2026 and further amended effective February 19, 2026. The Ancillary Properties are subject to a 2% net smelter return royalty payable to Skyharbour on minerals mined and removed therefrom.

CBX / Shoe Properties

The CBX / Shoe properties are comprised of eight mineral claims totaling 9,386 ha (CBX: 8,777 ha; Shoe: 609 ha). Historical exploration work on these properties includes airborne EM, magnetic and radiometric surveys with limited drilling (1 diamond drillhole on CBX) and lake sediment and soil sampling. Recent work included VRIFY AI target investigation, a 273 line-km airborne Mobile MT survey, and prospecting and rock sampling, returning boulder spectrometer readings up to 2,240 CPS and 121 ppm U.

Usam Property

The Usam property is comprised of 12 mineral dispositions totaling 40,041 ha, located north of Wollaston Lake and mostly within the WMTZ, with a small portion outside the domain. Historical exploration work on this property includes airborne magnetics, EM, gravity and radiometric surveys and 22 historical diamond drillholes, with uranium anomalies reported from lake sediments, soils, vegetation and rock sampling. Recent work included VRIFY AI target investigation, a 2,261 line-km airborne Mobile MT survey, and prospecting and rock sampling, returning uranium values up to 683 ppm U and spectrometer readings exceeding 3,000 CPS in the south-central islands and Broughton Bay areas.

Genie Property

The Usam property is comprised of five mineral dispositions totaling 16,930 ha, located north of Wollaston Lake along the eastern Athabasca Basin margin within the WMTZ geological domain. Historical exploration work on this property includes airborne geophysics, lake sediment sampling and two historical diamond drillholes, with historical uranium showings at Gallagher Lake and Henning Bay East. Recent work included VRIFY AI prospectivity modelling and prospecting and rock sampling in lake sediment anomaly and historical showing areas, returning spectrometer readings up to 3,262 CPS with elevated thorium values in pegmatite and granite.

Terms of the Amalgamation Agreement

Under the terms of the Amalgamation Agreement, HUC will amalgamate with Subco, and Future Fuels will acquire all of the outstanding securities of HUC on the following basis: (i) each common share of HUC (each, a “HUC Share”) will be exchanged for 0.760836 of a common share in the capital of Future Fuels (each whole share, a “Consideration Share”); and (ii) each common share purchase warrant of HUC (each, a “HUC Warrant”) will be exchanged for 0.760836 of a common share purchase warrant of Future Fuels (each whole warrant, a “Consideration Warrant”).

In connection with the Amalgamation Agreement, HUC has also entered into a financial advisory consulting agreement dated October 24, 2025, as amended, with an arm’s length third party (the “Consultant”) pursuant to which the Consultant or its assignee will acquire an unsecured convertible debenture (the “HUC Convertible Debenture”) in the principal amount of $250,000, bearing interest at 0% per annum and automatically convertible into 5,000,000 HUC Shares immediately prior to the completion of the Acquisition, subject to certain conditions.

In total, it is expected that there will be 19,715,165 HUC Shares and 1,452,013 HUC Warrants issued and outstanding immediately prior to the completion of the Acquisition, and that approximately 15,000,007 Consideration Shares and 1,104,743 Consideration Warrants will be issued to the former securityholders of HUC upon completion of the Acquisition.

The Consideration Shares and Consideration Warrants issued to the HUC securityholders may be subject to escrow and/or resale restrictions under the policies of the TSX Venture Exchange (the “Exchange”) and applicable securities laws. In addition, the following voluntary contractual restrictions on transfer will apply to such securities:

2,353,905 of the Consideration Shares will be subject to the following hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the closing date of the Acquisition (the “Closing Date”);

12,646,095 of the Consideration Shares will be subject to the following hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date;

the common shares of Future Fuels to be issued upon due exercise of the first 16% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the Closing Date; and

the common shares of Future Fuels to be issued upon due exercise of the remaining 84% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date.

The completion of the Acquisition is subject to certain conditions precedent, including, but not limited to, the following:

the Exchange shall have conditionally approved the Acquisition

the shareholders of HUC shall have approved the Acquisition and Amalgamation at a special meeting of the HUC shareholders (the “HUC Meeting”);

rights of dissent with respect to the amalgamation shall not have been exercised by HUC shareholders holding more than 10% of the outstanding HUC Shares; and

HUC shall have a working capital deficit of not more than $200,000 and no long-term debt (other than the HUC Convertible Debenture) as at the Closing Date.

There can be no guarantees that the Transaction will be completed as contemplated or at all.

About Future Fuels Inc.

Future Fuels' principal asset is the Hornby Project, covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic Mountain Lake System. Additionally, Future Fuels holds the Covette Project in Quebec's James Bay region, comprising 65 mineral claims over 3,370 hectares.

On behalf of the Board of Directors

FUTURE FUELS INC.

Rob Leckie, CEO and Director

[email protected]
604-681-1568
X: @FutureFuelsInc
www.futurefuelsinc.com

About Hatchet Uranium Corp.

Hatchet Uranium Corp. was incorporated by ValOre on February 7, 2024. Jim Paterson, ValOre’s Chairman serves as HUC’s Chief Executive Officer and sole director. HUC’s head and registered office is located at Suite 1020 – 800 West Pender Street, Vancouver, BC V6C 2V6.

About ValOre Metals Corp.

On behalf of the Board of Directors,

“Jim Paterson”

James R. Paterson, Chairman
ValOre Metals Corp.

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

Qualified Person (“QP”)

The technical information in this news release has been prepared on behalf of ValOre and HUC in accordance with Canadian regulatory requirements set out in National Instrument 43-101 Standards of Disclosure for Mineral Projects and reviewed and approved by Thiago Diniz, P.Geo., ValOre’s QP and Vice President of Exploration.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Acquisition, and timely receipt of all necessary approvals, including any requisite approval of the Exchange, and exploration plans or business and financing objectives of each of ValOre, Future Fuels and the resulting issuer.

As well, Forward-looking Information may relate to: future outlook and anticipated events, such as the consummation and timing of the Acquisition, and future plans, projections, objectives, estimates and forecasts and the timing related thereto.

Statements contained in this release that are not historical facts, including all statements regarding the planned completion of the Acquisition, are forward-looking statements that involve various risks and uncertainty affecting the respective business of each of Future Fuels and ValOre. Such statements can generally, but not always, be identified by words such as "adjacent", "plans", "prolific", "focus", "extension", “intended”, "advance", "potential", “opportunity,” “impact”, “establish”, “propose”, “strategic”, “important”, “plan”, “milestone”, “prime”, “success”, “undertake”, “provide”, “preeminent”, “contemplate”, “exposure”, “strong”, “transformation”, “represent”, “numerous”, “accessible”, “intension”, “ability”, “intend”, “identify”, “expand”, variants of these words and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe each of Future Fuels’ and ValOre’s respective plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the each of Future Fuels’ and ValOre’s management, and so involve inherent risks and uncertainties, including, the inability to satisfy the conditions precedent to complete the Acquisition, including a positive vote of the HUC shareholders; the ability or inability to obtain all necessary regulatory approvals for the Acquisition; and such further risks as disclosed in each of Future Fuels’ and ValOre’s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by either of Future Fuels or ValOre that the actual results realized in the future will be the same in whole or in part as those presented herein. Readers are referred to the additional information regarding each of Future Fuels’ and ValOre’s respective businesses contained in their respective reports filed with the securities regulatory authorities in Canada. Although each of Future Fuels and ValOre has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on each of Future Fuels and ValOre and the risks and challenges of their respective businesses, investors should review each of Future Fuels’ and ValOre’s filings that are available at www.sedarplus.ca.

Each of Future Fuels and ValOre provide no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. Neither Future Fuels nor ValOre undertakes to update any forward-looking statements, other than as required by law.

Vancouver, B.C. – June 27, 2025 – ValOre Metals Corp. (“ValOre”) (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0), today announced that ValOre, South Atlantic Gold Inc. ("South Atlantic") and 1529317 B.C. Ltd. (collectively, the "Parties") have terminated the previously announced amalgamation agreement (the "Amalgamation Agreement"), effective as of June 27, 2025. The Parties mutually terminated the Amalgamation Agreement after South Atlantic shareholders failed to adopt a special resolution approving the proposed amalgamation (the “Amalgamation”), whereby ValOre would have indirectly acquired all of the issued and outstanding shares of South Atlantic, at South Atlantic’s annual general and special meeting which took place earlier today. Accordingly, ValOre will not be proceeding with the Amalgamation.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) is a Canadian company with a team aiming 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 and innovation.

For further information about ValOre Metals Corp., or this news release, please visit our website at www.valoremetals.com or contact Jim Paterson, C.E.O. at 778-819-4484, or by email at [email protected].

ValOre is a proud member of Discovery Group. For more information about Discovery Group, please visit its website at www.discoverygroup.ca.

Cautionary Note Regarding Forward-Looking Statements

Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to ValOre’s business (as more particularly described in its continuous disclosure filings available under its SEDAR+ profile at www.sedarplus.ca), including, without limitation, risks discussed under the heading “Risk Factors” in ValOre's most recent management discussion and analysis available under its SEDAR+ profile at www.sedarplus.ca.

Actual results or events could differ materially from those contemplated in forward-looking statements. All forward-looking statements included in this news release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date hereof and ValOre does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

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

ValOre Metals is Unlocking a District-Scale Metals Empire Through Merger

Vancouver, B.C. – May 20, 2025 – ValOre Metals Corp. (“ValOre”) (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) and South Atlantic Gold Inc. (“South Atlantic”) (TSX-V: SAO), today announced, further to the joint news release of ValOre/South Atlantic dated March 26, 2025, the annual general and special meeting (the “Meeting”) of the shareholders of South Atlantic (the “South Atlantic Shareholders”) will be held on June 13, 2025 at 10:00 a.m. (Kelowna time) at 301-1665 Ellis Street, Kelowna, BC V1Y 2B3.

At the Meeting, South Atlantic Shareholders will be asked to approve, among other matters, a special resolution (the “Amalgamation Resolution”) approving an amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia) involving South Atlantic, ValOre and 1529317 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of ValOre formed for the purpose of completing the Amalgamation, whereby ValOre will indirectly acquire all of the issued and outstanding common shares in the capital of South Atlantic (“South Atlantic Shares”) in exchange for common shares of ValOre (“ValOre Shares”) pursuant to the terms and conditions of an amalgamation agreement dated March 26, 2025 among South Atlantic, ValOre and Subco (the “Amalgamation Agreement”).

The Amalgamation is more particularly described in the joint news release of South Atlantic and ValOre dated March 26, 2025 and the management information circular of South Atlantic dated May 13, 2025 (the “Circular”).

South Atlantic’s transfer agent has advised that all relevant Meeting materials were mailed to all registered and certain beneficial South Atlantic Shareholders on May 16, 2025 and South Atlantic has also arranged for the Meeting materials to be mailed to the balance of South Atlantic Shareholders with copies currently available for viewing on South Atlantic’s SEDAR+ profile at www.sedarplus.ca.

The board of directors of South Atlantic (the “South Atlantic Board”) unanimously recommends that South Atlantic Shareholders vote FOR the Amalgamation.

ValOre and South Atlantic encourage South Atlantic Shareholders to vote ahead of the Meeting using the form of proxy (the “Proxy”) or voting information form (the “VIF”), as applicable, enclosed with the Circular. All South Atlantic Shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF, as applicable, by one of the means described in the Circular well in advance of the proxy deadline of June 11, 2025 at 10:00 a.m. (Kelowna time).

Registered South Atlantic Shareholders are also encouraged to complete, sign and deliver the letter of transmittal enclosed with the Circular in accordance with the instructions set out therein and in the Circular, including delivering such South Atlantic Shareholder’s share certificates or DRS advices, as applicable, as soon as possible.

South Atlantic Shareholders who have questions or need assistance with voting or submitting their letter of transmittal should contact Douglas Meirelles, President and Chief Executive Officer of South Atlantic, by telephone at 250-762-5777, or by email at [email protected].

In addition to passing the Amalgamation Resolution, the completion of the Amalgamation is subject to approval of the TSX Venture Exchange (“TSXV”) as well as other customary closing conditions for transactions of its nature. The TSXV has provided conditional approval of the Amalgamation. Subject to the satisfaction of such conditions, the Amalgamation is expected to be completed on June 18, 2025. The Amalgamation cannot close until the required South Atlantic Shareholder approvals are obtained and there can be no assurance that the Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) is a Canadian company with a team aiming 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 and innovation.

For further information about ValOre Metals Corp., or this news release, please visit our website at www.valoremetals.com or contact Investor Relations at 604-653-9464, or by email at [email protected].

ValOre is a proud member of Discovery Group. For more information about Discovery Group, please visit www.discoverygroup.ca.

About South Atlantic Gold Inc.

South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas. For further information, please visit our website at www.southatlanticgold.com.

Additional Information

Further details regarding the terms of the Amalgamation are set out in the Amalgamation Agreement, which is available on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca. Additional information regarding the terms of the Amalgamation Agreement, the background to the proposed transaction and how the South Atlantic Shareholders can participate in and vote at the Meeting are provided in the Circular, which has been mailed to the South Atlantic Shareholders and also filed on the South Atlantic’s SEDAR+ profile at www.sedarplus.ca. South Atlantic Shareholders are urged to read these and other relevant materials.

No Offer or Solicitation

This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction pursuant to or in connection with the Amalgamation or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). The words “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this news release, include, without limitation, any statements (express or implied) respecting: the Meeting; the terms, conditions, proposed timing, satisfaction of conditions precedent to, anticipated benefits and completion of the Amalgamation; the timing, receipt and anticipated effects of regulatory and other approvals; and all other statements that are not statements of historical facts. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances.

Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to each of ValOre’s and South Atlantic’s respective businesses (as more particularly described in each of their continuous disclosure filings available under their respective SEDAR+ profile at www.sedarplus.ca), as well as the following particular risks: risks that a condition to closing of the Amalgamation may not be satisfied; risks that the requisite South Atlantic Shareholder approvals, or other applicable approvals for the Amalgamation may not be obtained or be obtained subject to conditions that are not anticipated; the market price of parties’ respective common shares and business generally; potential legal proceedings relating to the Amalgamation and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Amalgamation, or the risk that the anticipated benefits of the Amalgamation may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Amalgamation Agreement; the risk that the Amalgamation will not be consummated within the expected time period, or at all; and other risks discussed under the heading “Risk Factors” in the Circular.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of, without limitation, the following: the ability to secure the required South Atlantic Shareholder or regulatory approvals; the occurrence of a material adverse effect, the receipt by South Atlantic of a superior proposal, or the failure by either party to satisfy any other closing condition in favour of the other provided for in the Amalgamation Agreement, which condition is not waived; general business, economic, competitive, political and social uncertainties; and the future performance, financial and otherwise, of ValOre and South Atlantic. All forward-looking statements included in this news release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date hereof and neither ValOre nor South Atlantic undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

Vancouver, B.C. – March 26, 2025 – ValOre Metals Corp. (“ValOre”) (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) and South Atlantic Gold Inc. (“South Atlantic”) (TSX-V: SAO), today announced that further to the February 17, 2025 joint news release, the companies have entered into an amalgamation agreement (the “Agreement”) on March 26, 2025, pursuant to which ValOre will acquire all of the issued and outstanding common shares in the capital of South Atlantic (the “South Atlantic Shares”) and other securities of South Atlantic (the “Proposed Transaction”). Pursuant to the terms of the Agreement, South Atlantic and 1529317 B.C. Ltd. (“ValOre Subco”), a wholly-owned subsidiary of ValOre, will amalgamate under the Business Corporations Act (British Columbia) (the “Amalgamation”). Upon completion of the Proposed Transaction, the company resulting from the Amalgamation (“Amalco”) will be a wholly-owned subsidiary of ValOre.

Jim Paterson, ValOre Chairman and C.E.O. stated: “We would like to thank all SAO stakeholders for their efforts to get this transaction to its current stage. We’re very excited to start exploration programs on the combined and expanded Pedra Branca project area once the deal has been completed. Prior to this happening, the shareholders of South Atlantic must approve the transaction at an upcoming SAO shareholder meeting, so we encourage their participation and request their support of the deal.”

Figure 1: Pedra Branca PGE and Pedra Branca Au property map

(1) Independent Technical Report – Mineral Resource Update on the Pedra Branca PGE Project, Ceará State, Brazil (Effective date: March 8, 2022)
(2) NI 43-101 Technical Report – Mineral Resource Estimation for the Pedra Branca Gold Project Ceará State – Brazil (Effective date: March 16, 2021)

Transaction Details

Under the terms of the Agreement, which was approved unanimously by each of the boards of directors of ValOre and South Atlantic, (i) South Atlantic and ValOre Subco will amalgamate under the Business Corporations Act (British Columbia) to form Amalco; (ii) all outstanding South Atlantic restricted share units and deferred share units, if any, will be settled for South Atlantic Shares immediately prior to the Amalgamation, (iii) each issued and outstanding South Atlantic Share will be cancelled and replaced with that number of common shares in the capital of ValOre (“ValOre Shares”) equal to the quotient obtained by dividing 38,500,000 by the number of South Atlantic Shares issued and outstanding immediately prior to the Amalgamation (such ratio being, the “Exchange Ratio”), (iv) all outstanding South Atlantic stock options will be cancelled and replaced with options to acquire such number of ValOre Shares multiplied by the Exchange Ratio, (v) each issued and outstanding common share of ValOre Subco will be replaced by a common share of Amalco, and (vi) as consideration for the issuance of the ValOre Shares to effect the Proposed Transaction, Amalco will issue ValOre one common share of Amalco for each ValOre Share so issued. No fractional ValOre Shares will be issued in exchange for South Atlantic Shares and the aggregate number of ValOre Shares issued to a holder of South Atlantic Shares will be rounded down to the nearest whole ValOre Share.

It is estimated that there will be an aggregate of approximately 267,540,439 ValOre Shares issued and outstanding immediately following completion of the Proposed Transaction, resulting in: (i) the holders of South Atlantic Shares immediately prior to completion of the Proposed Transaction, holding approximately 38,500,000 (~14.4%) ValOre Shares (equating to approximately $2.88 million based on the closing price of the ValOre Shares on March 26, 2025), and (ii) current holders of ValOre Shares holding approximately 229,060,439 (~85.6%) ValOre Shares.

The Amalgamation Agreement contains customary provisions including non-solicitation and “right to match” provisions, as well as a $150,000 termination fee payable to ValOre under certain circumstances and, in certain other customary circumstances, expense reimbursement to ValOre or South Atlantic (as applicable).

In addition to South Atlantic Shareholder approval (see below for further details), the completion of the Proposed Transaction is subject to approval of the TSX Venture Exchange (“TSXV”) as well as other customary closing conditions for transactions of its nature. Subject to the satisfaction of such conditions, the Proposed Transaction is expected to be completed during the second quarter of 2025. The Proposed Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in South Atlantic's management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Following completion of the Proposed Transaction, it is expected that the South Atlantic Shares will no longer be listed on any public market and South Atlantic will cease to be a reporting issuer under Canadian securities laws.

South Atlantic Shareholder Meeting and Board of Directors' Recommendations

In connection with the Proposed Transaction, it is expected that South Atlantic will hold a special meeting of its shareholders (the “South Atlantic Shareholder Meeting”) to, among other annual items of business, approve the Amalgamation which will require the approval of: (i) two-thirds of the votes cast on the resolution by shareholders of South Atlantic (“South Atlantic Shareholders”) at the South Atlantic Shareholder Meeting, and (ii) a simple majority of the votes cast on the resolution by South Atlantic Shareholders at the South Atlantic Shareholder Meeting, excluding votes from certain South Atlantic Shareholders, as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The South Atlantic Shareholder Meeting is expected to be held during the second quarter of 2025.

The Amalgamation Agreement has been unanimously approved by the boards of directors of each of ValOre and South Atlantic. The South Atlantic board of directors unanimously recommends that the South Atlantic Shareholders vote in favour of the Proposed Transaction. All officers and directors of South Atlantic have entered into voting support agreements whereby they have agreed to vote all South Atlantic Shares held by them in favour of the Proposed Transaction.

About 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 at 604.653.9464, or by email at [email protected].

ValOre is a proud member of Discovery Group www.discoverygroup.ca

About South Atlantic Gold Inc.

South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas. For further information, please visit our website at www.southatlanticgold.com.

Additional Information about the Proposed Transaction and Where to Find It

Further details regarding the terms of the Proposed Transaction are set out in the Agreement, which will be publicly filed on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca. Additional information regarding the terms of the Agreement, the background to the Proposed Transaction and how the South Atlantic Shareholders can participate in and vote at the South Atlantic Shareholder Meeting will be provided in the management information circular which will be mailed to the South Atlantic Shareholders and also filed on the South Atlantic’s SEDAR+ profile at www.sedarplus.ca. South Atlantic Shareholders are urged to read these and other relevant materials when they become available.

No Offer or Solicitation

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction pursuant to or in connection with the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Qualified Person (“QP”)

The technical information in this news release has been prepared in accordance with Canadian regulatory requirements set out in NI 43-101 and reviewed and approved by Thiago Diniz, P.Geo., ValOre’s QP and Vice President of Exploration.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). The words “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this news release, include, without limitation, any statements (express or implied) respecting: the terms and conditions of the Proposed Transaction, the pro forma capitalization of ValOre following completion of the Proposed Transaction, the South Atlantic Shareholder Meeting; the proposed timing and completion of the Proposed Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; timing, receipt and anticipated effects of regulatory and other approvals; the delisting of the South Atlantic Shares from the TSXV, South Atlantic ceasing to be a reporting issuer and all other statements that are not statements of historical facts. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances.

Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to each of ValOre’s and South Atlantic’s respective businesses (as more particularly described in each of their continuous disclosure filings available under their respective SEDAR+ profile at www.sedarplus.ca), as well as the following particular risks: risks that a condition to closing of the Proposed Transaction may not be satisfied; risks that the requisite South Atlantic Shareholder approvals, or other applicable approvals for the Proposed Transaction may not be obtained or be obtained subject to conditions that are not anticipated; the market price of parties’ respective common shares and business generally; potential legal proceedings relating to the Proposed Transaction and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Proposed Transaction, or the risk that the anticipated benefits of the Proposed Transaction may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement; the risk that the Proposed Transaction will not be consummated within the expected time period, or at all.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of, without limitation, the following: the ability to secure the required South Atlantic Shareholder or regulatory approvals; the occurrence of a material adverse effect, the receipt by South Atlantic of a superior proposal, or the failure by either party to satisfy any other closing condition in favour of the other provided for in the Agreement, which condition is not waived; general business, economic, competitive, political and social uncertainties; and the future performance, financial and otherwise, of ValOre and South Atlantic. All forward-looking statements included in this news release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date hereof and neither ValOre nor South Atlantic undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

Vancouver, B.C. – February 18, 2025 – ValOre Metals Corp. (“ValOre”) (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) and South Atlantic Gold Inc. (“South Atlantic”) (TSX-V: SAO), today announced that the companies entered into an arm’s length binding letter agreement (the “LOI”) on February 14, 2025, whereby ValOre will acquire all of the issued and outstanding common shares in the capital of South Atlantic (the “South Atlantic Shares”) and other securities of South Atlantic (the “Proposed Transaction”). In accordance with the terms of the LOI, ValOre will acquire the South Atlantic Shares in consideration of the issuance of an aggregate of 38,500,000 common shares in the capital of ValOre (the “ValOre Shares”), equating to approximately CAD$2.7M (based on the closing price of ValOre Shares on February 14, 2025). The LOI contemplates that the parties will enter into a definitive agreement with respect to the Proposed Transaction (the “Definitive Agreement”) on or prior to February 28, 2025.

Douglas Meirelles, President & CEO of South Atlantic stated: “We believe the combination of our respective projects (both called Pedra Branca) will unlock significant value for all shareholders, in addition to having a positive impact on the surrounding communities. As part of Discovery Group, ValOre is uniquely positioned with both access to capital and an experienced team to advance this nearly 100,000 hectare project. I would like to thank the shareholders, board of directors, and executives that were part of this journey in South Atlantic Gold, and look forward to seeing continued progress at Pedra Branca. We encourage our shareholders to approve this transaction so that together we can advance this highly prospective precious metals district.”

Jim Paterson, ValOre Chairman and C.E.O. stated: “Bringing together these two parallel and adjacent projects is long overdue, as they share so much related to geology, infrastructure, communities, government stakeholders, project access, amenities and services. In addition, ValOre’s highly-trained local exploration team has undertaken a detailed review of the SAO license package and has identified high priority targets in known mineralized zones along this 50 km long gold belt located, literally, across the highway from our Pedra Branca palladium / platinum project.”

Figure 1: Pedra Branca PGE and Pedra Branca Au property map

Transaction Details

The LOI, which was approved unanimously by each of the boards of directors of ValOre and South Atlantic, is expected to be performed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), which would require the approval of a simple majority of the votes cast by South Atlantic’s shareholders (the “South Atlantic Shareholders”) at a shareholder meeting called for such purpose (the “Meeting”). The Meeting is expected to be held during the second quarter of 2025.

It is expected that certain South Atlantic Shareholders, as well as the officers and directors of South Atlantic, will enter into voting support agreements concurrently with the entering into of the Definitive Agreement whereby they agree to vote any South Atlantic Shares held by them in favour of the Proposed Transaction. In addition to South Atlantic Shareholder approval, the completion of the Proposed Transaction will be subject to the parties entering into the Definitive Agreement, court and regulatory approvals, including the approval of the TSXV, as well as other customary closing conditions. Subject to the satisfaction of such conditions, the Proposed Transaction is expected to be completed during the second quarter of 2025.

About 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 at 604.653.9464, or by email at [email protected].

ValOre is a proud member of Discovery Group www.discoverygroup.ca

About South Atlantic Gold Inc.

South Atlantic Gold is an exploration company engaged in acquiring and advancing mineral properties in the Americas. For further information, please visit our website at www.southatlanticgold.com.

Additional Information about the Proposed Transaction and Where to Find It

Further details regarding the terms of the Proposed Transaction will be set out in the Definitive Agreement, which will be publicly filed on ValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca. Additional information regarding the terms of the Definitive Agreement, the background to the Proposed Transaction and how the South Atlantic Shareholders can participate in and vote at the Meeting will be provided in the management information circular (the “Circular”) which will be mailed to the South Atlantic Shareholders and also filed on the South Atlantic’s SEDAR+ profile at www.sedarplus.ca. South Atlantic Shareholders are urged to read these and other relevant materials when they become available.

No Offer or Solicitation

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, “forward-looking statements”). The words “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this news release, include, without limitation, any statements (express or implied) respecting: anticipated transaction structure, the entering into of the Definitive Agreement and the terms and timing thereof (including the number of ValOre Shares to be issued pursuant to the Proposed Transaction), the anticipated value of the ValOre Shares to be issued pursuant to the Proposed Transaction,anticipated timing of the Meeting; the proposed timing and completion of the Proposed Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; timing, receipt and anticipated effects of court and other approvals; the delisting from the TSX-V, South Atlantic ceasing to be a reporting issuer and all other statements that are not statements of historical facts. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances.

Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to each of ValOre’s and South Atlantic’s respective businesses (as more particularly described in each of their continuous disclosure filings available under their respective SEDAR+ profile at www.sedarplus.ca), as well as the following particular risks: risks that the Definitive Agreement will not be entered into; risks that a condition to closing of the Proposed Transaction may not be satisfied; risks that the requisite South Atlantic Shareholder approvals, court or other applicable approvals for the Proposed Transaction may not be obtained or be obtained subject to conditions that are not anticipated; the market price of parties’ respective common shares and business generally; potential legal proceedings relating to the Proposed Transaction and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Proposed Transaction, or the risk that the anticipated benefits of the Proposed Transaction may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement or the Definitive Agreement; the risk that the Proposed Transaction will not be consummated within the expected time period, or at all.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of, without limitation, the following: the failure the parties to enter into a Definitive Agreement, the ability to secure the required South Atlantic Shareholder or court approvals; the occurrence of a material adverse effect, the receipt by South Atlantic of a superior proposal, or the failure by either party to satisfy any other closing condition in favour of the other provided for in the Definitive Agreement, which condition is not waived; general business, economic, competitive, political and social uncertainties; and the future performance, financial and otherwise, of ValOre and South Atlantic. All forward-looking statements included in this news release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date hereof and neither ValOre nor South Atlantic undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.