M&A & Transactions Archives - Page 3 of 4

Vancouver, B.C. ValOre Metals Corp. (“ValOre”; TSX‐V: VO; OTC: KVLQF; Frankfurt: KEQ0, “the Company”) today announced the acquisition of new tenements at ValOre’s 100%-owned Pedra Branca Platinum Group Element (“PGE”, “2PGE+Au”) Project (“Pedra Branca”) in northeastern Brazil.

“The ground acquired by ValOre in the June 2021 ANM bid holds district-scale potential to host multiple significant PGE deposits, and effectively secures the most unexplored trend of prospective geology at Pedra Branca” stated ValOre’s VP of Exploration, Colin Smith. “We plan to rapidly advance the development of our target pipeline with the acquisition of WorldView spectral data, extension of ground or droneborne magnetics, and regional geological mapping, prospecting and sampling.”

Highlights of Newly Acquired Ground at Pedra Branca:

Twelve claims totaling 16,000 hectares (“ha”) acquired through an Agência Nacional de Mineração (“ANM”) bid process conducted during June 2021;
Acquisition of over 50 kilometres (“km”) of underexplored, undrilled, geological trend highly prospective for PGE discovery;
Compelling data from historic exploration work, including untested soil anomalies, high grade grab samples, and coincident favorable geophysical signatures;
Excellent existing network of well-maintained access roads and power supply throughout the expanded land position;
First phase of exploration in preparation, including: WorldView spectral data, ground or droneborne magnetics, regional geological mapping and prospecting.

Pedra Branca Land Acquisition Summary

ValOre has significantly added (29% increase in total hectares) to the district-scale land position in Brazil by acquiring 12 new claims (16,000 ha) through the June 2021 ANM bid process. The new ground covers over 50 km of untested prospective geological trend associated with the Paleoproterozoic mafic to ultramafic Troia Unit, which serves as the host belt for Pedra Branca’s PGE-bearing layered ultramafic sequence. The potential is further supported by compelling historical geochemistry and geophysics, with excellent existing road access and power supply throughout. CLICK HERE for a location map of the updated Pedra Branca land position (Figure 1).

The first phase of exploration (“Phase 1”) will include the acquisition of new WorldView spectral data (“WorldView”) and extension of ground or droneborne magnetics, in conjunction with regional geological mapping and prospecting at prospective historical geochemical and geophysical anomalies. ValOre will implement the proven and effective targeting methodology which pairs WorldView and magnetics – an approach which led to the 2020 drilling discovery at the C-04 target, which graded up to 7.95 grams per tonne palladium + platinum + gold (“g/t 2PGE+Au”) at surface and returned 2PGE+Au mineralization in all three 2020 core drill holes. CLICK HERE for ValOre’s news release dated December 4, 2019, and CLICK HERE for ValOre’s news release dated October 27, 2020.

ValOre will immediately follow up high-priority target areas defined in Phase 1 with geochemical sampling, Trado^® auger drilling and trenching, with the goal of advancing multiple targets to drill-ready stage.

Northeast Regional Trend

The Northeast Regional Trend (“NRT”) comprises a contiguous group of 7 claims situated in the southeast region of Pedra Branca. The NRT strategically covers over 37 km of highly underexplored Troia Unit, tested by only 2 shallow historical drill holes, undrilled historical PGE-in-soil anomalies and high-grade rock samples spanning the entire belt length, and prospective historical geophysical anomalies (magnetic high situated within radiometric lows).

Galante North and Galante East

Galante North and East (“Galante”) are two claims situated 5 and 7 km respectively south-southeast and along-trend of the Santo Amaro target area, which hosts the NI 43-101 Santo Amaro deposit inferred resource of 203,000 ounces (“oz”) 2PGE+Au contained in 5.3 million tonnes (“Mt”) grading 1.19 g/t 2PGE+Au, and the Santo Amaro South target (2021 RC drill target). Galante East hosts the some of the most compelling undrilled historical geochemical anomalies at Pedra Branca, with three distinct PGE-in-soil anomalies over 2.5 km, and historical grab samples up to 18.9 g/t 2PGE+Au. The anomalies are coincident with multiple magnetic highs along-trend.

Trapia South Extension

The Trapia South Extension is a single claim situated adjacent to the southwest corner of the Trapia West deposit and hosts the western third of Trapia South (2021 RC drill target). The ground hosts multiple unexplored WorldView-mag targets, and strong expansion potential along-strike from the Trapia West PGE deposit.

Mendes North Extension

The Mendes North Extension is a single claim located due north of the Mendes North target area (CLICK HERE for news release dates March 30, 2020 and CLICK HERE for news release dated July 7, 2020). The ground hosts an extension to the magnetic anomaly and prospective geological trend associated with Mendes North Target 3.

Pitombeiras Southwest

The Pitombeiras Southwest is a single claim situated 4 km south-southwest of Jangada Mines PLC (“Jangada”) Pitombeiras Vanadium Project, which hosts a 2021 NI 43-101 Measured & Indicated Resource of 5.10 Mt at 0.46% V₂O₅, 9.04% TiO₂ and 46.06% of Fe₂O₃, Inferred Resource of 2.33 Mt at 0.41% V₂O₅, 8.26% TiO₂ and 43.18% of Fe₂O₃, and a 2021 preliminary economic assessment (“PEA”) report. ValOre’s claim hosts the potential for analogous mineral systems and encompasses a 9 km long undrilled magnetic anomaly.

ANM Bid Process

On January 19, 2020, the ANM announced the new procedures to apply for areas available for exploration to facilitate a faster and more transparent process in Brazil.

The ANM releases many areas for bid throughout Brazil in two stages:

Prior Public Offering: parties select and submit claims from those released by the ANM within 60 days from the release date. Thereafter, ANM will adopt the following procedures:
1. Areas in which there were no expressions of interest will be considered free ground available for staking
2. When there is only one interested party, the participant has the opportunity to acquire the claim
3. When there is more than one interested party, an electronic auction must be carried out;
Electronic Auction: the multiple parties who expressed interest for the same claim must submit anonymous electronic bid, and the rights to the claim is awarded to the highest bidder. This is the stage at which ValOre acquired the new tenements described herein.

About WorldView Spectra Data

CLICK HERE for ValOre’s summary of WorldView spectral data and CLICK HERE for additional information from DigitalGlobe™ on the Hi-Res WV-3 orbiting system.

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 Colin Smith, P.Geo., ValOre’s QP and Vice President of Exploration.

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 51 exploration licenses covering a total area of 55,984 ha (138,339 acres) in northeastern Brazil. At Pedra Branca, 5 distinct PGE+Au deposit areas host, in aggregate, a current Inferred Resource of 1,067,000 ounces 2PGE+Au contained in 27.2 million tonnes grading 1.22 g/t 2PGE+Au (CLICK HERE for ValOre’s July 23, 2019 news release). All the currently known Pedra Branca inferred PGE 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 current Inferred Resource of 2,831,000 tonnes grading 0.69% U₃O₈, totaling 43.3 million pounds U₃O₈. For disclosure related to the inferred resource for the Lac 50 Trend uranium deposits, please CLICK HERE for ValOre's news release dated 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 valoremetals.com or contact Investor Relations at 604.653.9464, or by email at [email protected].

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

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.

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 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.

Vancouver, B.C. ValOre Metals Corporation (TSX‐V: VO) ("ValOre") today provided an update on the previously announced transaction (see ValOre news releases, dated May 28, 2019 and June 6, 2019, respectively) whereby ValOre has agreed to acquire 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.

ValOre has entered into a definitive share purchase agreement (the "Agreement") with Jangada Mines PLC ("Jangada") and PBBM Holdings Ltd., a wholly-owned, British Columbia incorporated subsidiary of ValOre (the "Purchaser") pursuant to which the Purchaser has agreed to purchase Jangada's interest in the the Brazilian holding company Pedra Branca Brasil Mineracao Ltda. (the "Company"), which owns the Pedra Branca Project.

Material Terms of the Agreement

The Purchaser will acquire 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 the date of closing of the Transaction ("Completion");
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 Completion and ending on the date falling thirty-six months after Completion, 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, which has been paid to Jangada;
2. C$750,000 payable on Completion;
3. C$1,000,000 on, or before, 3 months after Completion; and
4. C$1,000,000 on, or before, 6 months after Completion.

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

The issuance and allotment of the ValOre Shares would give Jangada an interest of approximately 33% in the current share capital of ValOre as enlarged by the issuance and allotment of the Consideration Shares, but prior to the issuance and allotment of the new common shares in authorized share capital of ValOre pursuant to the private placement announced by ValOre on June 6, 2019 (the "Financing"). On Completion, Jangada will have the right to nominate two individuals to 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 Completion. 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.

Pursuant to the Agreement, Jangada has 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.

Significant Conditions to Completion

Closing is subject to several conditions precedent, which are normal for transactions of this nature and which include, but are not limited to, the following:

Approval of the Transaction by a simple majority of Jangada's shareholders;
Approval of the creation of a new control person by a simple majority of ValOre's shareholders;
Completion of the Financing;
No material adverse change having occurred in the business, the assets or liabilities of the Company;
Receipt of all necessary third party contractual and regulatory approvals including from the TSX Venture Exchange; and
Completion of the Transaction by not later than September 1, 2019.

Jangada Shareholder Approval

For Jangada, the Transaction is of sufficient size to constitute a disposal resulting in a fundamental change of Jangada’s business pursuant to Rule 15 of the AIM Rules, and Completion is, therefore, conditional upon the approval of a majority (more than 50% in favour) of Jangada’s shareholders.

Accordingly, Jangada will be sending out an information circular to its shareholders and seeking their consent at a general meeting of Jangada on Friday, August 2, 2019. According to Jangada, it has received irrevocable undertakings to vote in favour of the Transaction from shareholders of Jangada holding, in aggregate, 142,355,601 Jangada Ordinary Shares, representing 59.99 per cent of the Jangada’s existing issued share capital. It is therefore expected that the resolution will be approved at the General Meeting.

Private Placement

ValOre also provides an update on its previously announced Financing to fund transaction costs of the Acquisition, exploration expenditures on the Project and working capital. Sufficient funds have been committed by investors to exceed the minimum C$3,000,000 Financing amount necessary to close the Transaction. The Financing may 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 (“MI 61-101”). ValOre intends to rely on the exemptions from the requirements of MI 61-101 in respect of any insider participation. Completion of the Financing is subject to acceptance by the TSX Venture Exchange.

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.

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 Corporation

For further information about, ValOre Metals Corporation 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 Discovery Group, for more information please visit: www.discoverygroup.ca

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements

Certain statements within this news release, other than statements of historical fact relating to ValOre, are to be considered forward-looking statements with respect to the terms and the timing of the Transaction, the completion of the conditions precedent to the Transaction, the receipt of the necessary shareholder and regulatory approvals, ValOre's intentions for the Pedra Branca Project in Brazil, the exploration potential of the Pedra Blanca Project and the terms and the timing of the Financing. Forward-looking statements include statements that are predictive in nature, are reliant on future events or conditions, or include words such as "expects", "potential", "anticipates", "plans", "believes", "considers", "significant", "intends", "targets", "estimates", "seeks", attempts", "assumes", and other similar expressions.

The forward-looking statements are based on assumptions which, while considered reasonable by ValOre, are, by their nature, subject to inherent risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: the receipt of and timing of any required approvals, the interpretation of previous and current results, the accuracy of exploration results, the anticipated results of future exploration, the forgoing ability to finance further exploration, delays in the completion of exploration, the future prices of platinum group metals, and other metals, and general economic, market and/or business conditions. There can be no assurances that such statements and assumptions will prove accurate and, therefore, readers of this news release are advised to rely on their own evaluation of the information contained within.

Although ValOre has attempted to identify important risks, uncertainties and other factors that could cause actual performance, achievements, actions, events, results or conditions to differ materially from those expressed in or implied by the forward-looking statements, there may be other risks, uncertainties and other factors that cause future performance to differ from what is anticipated, estimated or intended. Unless otherwise indicated, forward-looking statements contained herein are as of the date hereof and ValOre does not assume any obligation to update any forward-looking statements after the date on which such statements were made, except as required by applicable law.

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 provided an update on the previously announced transaction (see ValOre news release, dated May 28, 2019) whereby ValOre has agreed to acquire the Pedra Branca Project in Brazil from Jangada Mines PLC (the “Acquisition”).

ValOre plans an equity financing for gross proceeds of not less than C$3,000,000 (the "Financing") to fund transaction costs of the Acquisition, exploration expenditures on the Pedra Branca project and for general working capital. The terms of the Financing are as follows: a minimum of 12 million units (the “Units”) will be sold at a price of C$0.25 per Unit, with each Unit consisting of one new ValOre common share (the “Shares”) 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 from the date of the closing of the Financing. A portion of the proceeds may be escrowed pending closing of the Acquisition. Finders fees may be payable on funds raised as part of the Financing, consisting of a 3% cash commission and 6% finders warrants, with the finder’s warrants having the same terms as the Warrants issued as part of the Unit offering. Insiders of ValOre may also participate in the Financing. 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 (“MI 61-101”). ValOre intends to rely on the exemptions from the requirements of MI 61-101 in respect of any insider participation. Completion of the Financing is subject to acceptance by the TSX Venture Exchange.

Upon closing of the Acquisition, Jangada will have the right to appoint up to two (2) members to ValOre’s Board of Directors for a two (2) year term. The two directors chosen by Jangada to join ValOre’s board of directors are both seasoned industry professionals: Mr. Brian McMaster, Jangada’s Executive Chairman, and Mr. Luis Azevedo, Jangada director and a Brazilian national. The term may be extended if mutually agreed in writing by ValOre, Jangada and each of the nominee board members.

ValOre has engaged Cormark Securities Inc., as its financial advisor in connection with the Acquisition. The closing of the Acquisition is subject to conditions precedent which are customary for transactions of this nature, including necessary shareholder and regulatory approvals.

The Pedra Branca Project is a Platinum Group Metals (“PGM”) District located in north-eastern Brazil covering a total area of 38,940 hectares (96,223 acres) that comprises 38 exploration licenses. An independent National Instrument 43-101 resource estimate (the “Mineral Resources Estimates”) comprised of 5 distinct deposit areas hosts an inferred resource of 1,165,500 ounces PGM+Gold (Palladium, Platinum and Gold; Pd, Pt+Au) in 28.8 million tonnes (“Mt”) grading 1.26 grams PGM+Gold per tonne (“g PGM+Au/t”). PGM mineralization outcrops at surface and all of the inferred resources are potentially open pittable. (See ValOre news release, dated May 28, 2019, for further information on the Mineral Resources Estimates at Pedra Branca).

As the transaction progresses, ValOre will keep the market apprised of material developments as required.

On behalf of the Board of Directors,

"James 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") today announced it has entered into an arm’s length, binding agreement (the "Agreement"), effective as of May 24, 2019, with Jangada Mines PLC ("Jangada") to purchase all of Jangada's Pedra Branca project ("Pedra Branca Project" or the "Project") through the purchase of 100% of Jangada’s shareholdings (the “Pedra Branca Shares”) in the Brazilian holding company Pedra Branca Brasil Mineracao Ltda (the "Acquisition").

Pedra Branca Platinum Group Metals District

Jim Paterson, Chairman & CEO of ValOre, stated: “The exploration potential of the Pedra Branca Project from both a resource expansion and greenfields perspective is highly compelling, with numerous property-wide surface to near-surface, PGM targets. This Acquisition meets ValOre’s criteria in three key areas: high-value metal mineralization on a large scale; substantial project investments by previous operators; and obvious exploration strategies and process improvements which can be implemented by ValOre to add significant value to the project.”

The Pedra Branca Project is accessed by a national paved highway from the port city of Fortaleza (population approximately 3 million). The small town of Capitão Mor is situated within the west-central Project area, and provides all necessary basic infrastructure, including: energy, water, housing, office space, core storage and logging facilities, telephone access and internet. The Pedra Branca tenements are accessible throughout by a network of dirt roads and jeep tracks. Given the arid local climate and minimal annual rainfall, roadways remain in excellent shape year-round.

Material Terms of the Acquisition

In return for acquiring the Pedra Branca Shares, ValOre will give the following consideration to Jangada:

(a) issuance and allotment of 25,000,000 ValOre common shares ("Consideration Shares") on the date of closing of the Acquisition; and

(b) cash payments to Jangada in the aggregate of C$3,000,000, as follows:

(i) exclusivity payments totalling C$250,000 (paid);

(ii) C$750,000 payable on closing of the Acquisition;

(iii) C$1,000,000 on, or before, three (3) months after the closing of the Acquisition; and

(v) C$1,000,000 on, or before, six (6) months after the closing of the Acquisition.

The closing of the Acquisition is subject to conditions precedent which are normal for transactions of this nature, including necessary shareholder and regulatory approvals. The Acquisition is not subject to any finders fees.

Upon closing of the Acquisition, Jangada will have the right to appoint up to two (2) members to ValOre’s Board of Directors for a two (2) year term. The term may be extended if mutually agreed in writing by ValOre, Jangada and each of the nominee board members.

Private Placement

ValOre plans an equity financing of not less than C$3,000,000 (the "Financing") to fund transaction costs of the Acquisition, exploration expenditures on the Project and for general working capital. The terms of the Financing, and any potential advisory fees payable related to successfully completing the Financing and/or the closing of the Acquisition, will be determined in the context of the market and will be announced at a later date. Completion of the Financing is subject to acceptance by the TSX Venture Exchange.

Overview of the Pedra Branca NI 43-101 Inferred Resource

In conjunction with the acquisition of the Pedra Branca Project, ValOre commissioned Lions Gate Geological Consulting Inc. (“LGGC”) to prepare an inferred resource estimate and corresponding technical report (the "Technical Report") in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). The Technical Report will be made available on SEDAR (www.SEDAR.com) along with other filing documents within 45 days of the issuance of this news release.

Notes:

All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under NI 43-101.
Mineral resources are reported in relation to a conceptual pit shell in order to demonstrate the potential for economic viability, as required under NI 43-101; mineralization lying outside of these pit shells is not reported as a mineral resource. Mineral resources are not mineral reserves and do not have demonstrated economic viability – see “Compliance with National Instrument 43-101” below. All figures are rounded to reflect the relative accuracy of the estimate and therefore numbers may not appear to add precisely.
Mineral resources are reported at a cut-off grade of 0.65 g/t Pd+Pt+Au. Cut-off grades are based on metal prices of US$1,000, US$860 and US$1,250 per ounce of palladium, platinum and gold and a number of operating cost and recovery assumptions.
An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

Cut-Off Grade and Prospects for Economic Extraction

The cut-off grades of 0.65 g/t combined palladium-platinum-gold (2PGE+Au) which is equivalent to a palladium, platinum and gold price assumptions of approximately US$1,000, US$860 and US$1,250/ounce, respectively, and based on cost estimates from similar projects. Prospects for eventual economic extraction of the mineral resources, as required by CIM definitions, were demonstrated by developing conceptual pit shells using a Lerchs-Grossman algorithm and input parameters derived from preliminary cost estimates associated with pre-feasibility level engineering studies, as outlined in the following table. Only mineral resources above the cut-off and within the mineral resource-limiting pits are reported; mineralization falling below this cut-off grade or outside the resource-limiting pits are not reported, no matter what the grade.

Palladium-Platinum-Gold Cut-off Grade Calculation Parameters

Input Parameters	Units	Cost (US$)	Notes
Input Parameters	Units	Cost (US$)	Notes
Mining Cost – Resource	$/tonne mined	1.50	Includes mining G&A
Mining Cost – Waste	$/tonne mined	1.50	Includes mining G&A
Processing Cost	$/tonne mined	13.50	Includes G&A costs
Pd Recovery	%	69
Pt Recovery	%	68
Au Recovery	%	40
Pit Slopes	degrees	45
Pd Selling Price – Base Case	$/oz	1,000
Pt Selling Price – Base Case	$/oz	860
Au Selling Price – Base Case	$/oz	1,250
Mining dilution	%	0
Mining recovery	%	100

Assumptions used to derive the cut-off grades and define the resource-limiting pits are estimated in order to meet the requirements defined by CIM for mineral resource estimates to demonstrate “reasonable prospects for eventual economic extraction”.

Mineral Resource Estimate Methodology

The mineral resource estimates for Pedra Blanca were prepared to industry standards and best practices using commercial mine-modeling and geostatistical software. Susan Lomas, P.Geo. is the Qualified Person responsible for the mineral resource estimates for the purposes of NI 43-101.

Each deposit was segregated into multiple estimation domains based on geologic models with the mineral resources estimated using inverse distance interpolation of capped composites. Search ellipse orientation and anisotropy were based on structural and geological controls.

Mineral resources were estimated using Giovia GEMS software.Grade domains based on 0.100 g/t 2PGE+Au grades were constructed within broad geological domains.Two-meter composites were calculated within the grade domains for each of the Santo Amaro, Curiu, Cedro, Esbarro and Trapia Deposits.Gold, platinum and palladium grades were capped where appropriate and sometimes a Restricted Outlier (RO) strategy was used during grade interpolation to allow high grades to be used locally but not impact distal blocks.

Grades were interpolated using Inverse Distance Squared (ID2) and Nearest Neighbour (NN) methods.For the Curiu, Cedro and Esbarro domains a minimum of 4 and maximum of 15 composites were used while at Trapia and Santo Amaro a minimum of 3 and maximum of 12 composites were used.In all cases a minimum of two drill holes were required for grade to be interpolated into a block.

Model validation included a visual inspection by sections and plans, global bias checks and local bias checks using swath plots.

A full description of the modeling methodologies for each deposit will be included in a technical report scheduled for release within 45 days.

Compliance with National Instrument 43-101

Susan Lomas, P.Geo., of LGGC is the Qualified Person, as defined in NI 43-101, responsible for the mineral resource estimates as reported herein. She has read and approved the relevant technical portions of this news release related to the mineral resource estimates for which she is responsible.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. These mineral resource estimates include inferred mineral resources that are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. However, it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

Forward Looking Statements

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Certain statements within this news release, other than statements of historical fact relating to ValOre, are to be considered forward-looking statements with respect to the terms and the timing of the Acquisition, ValOre’s intentions for the Pedra Branca Project in Brazil, the exploration potential of the Pedra Branca Project, the timing of the filing of the Technical Report, the Mineral Resources Estimates, and the terms and timing of the proposed Financing. Forward-looking statements include statements that are predictive in nature, are reliant on future events or conditions, or include words such as "expects", "potential", "anticipates", "plans", "believes", "considers", "significant", "intends", "targets", "estimates", "seeks", attempts", "assumes", and other similar expressions.

The forward-looking statements are based on a number of assumptions which, while considered reasonable by ValOre, are, by their nature, subject to inherent risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those in forward-looking statements include: the receipt of and timing of any required approvals, the timing of the preparation of the Technical Report the interpretation of previous and current results, the accuracy of exploration results, the accuracy of Mineral Resource Estimates, the anticipated results of future exploration, the forgoing ability to finance further exploration, delays in the completion of exploration, the future prices of PGM and gold, and other metals, and general economic, market and/or business conditions. There can be no assurances that such statements and assumptions will prove accurate and, therefore, readers of this news release are advised to rely on their own evaluation of the information contained within.

Vancouver, British Columbia – Kivalliq Energy Corporation (TSX-V:KIV) (“Kivalliq”) today announced, pursuant to an agreement signed on March 27, 2018, receipt of a CDN$600,000 payment from Sandstorm Gold Ltd. (“Sandstorm”) in return for Kivalliq granting to Sandstorm up to a 1.75% net smelter returns (“NSR”) royalty payable on all future mineral production from Kivalliq's Baffin Gold Property, located in Nunavut Territory, Canada. At any time up and until 36 months after signing the agreement, Kivalliq may reduce the Royalty to a 1.0% NSR by making a CAD$1.0 million payment to Sandstorm. 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 also announced that the Company has exercised the Option to earn a 100% project interest on a portion of the Baffin Gold Property from Commander Resources Ltd. (“Commander”), as described in a news release May 8, 2017, by issuing a final 250,000 Kivalliq shares to Commander.

Kivalliq's Chairman & CEO, Jim Paterson, stated: “With the exercise of our Option on a portion of the Baffin Gold Property, Kivalliq now controls a district-scale land package covering highly prospective gold targets along 140 km of strike length. We welcome and sincerely appreciate Sandstorm's continued support of Kivalliq based on the merits of our team and project portfolio in Nunavut Territory.”

Baffin Gold Property

The Baffin Gold Property is a district-scale land package covering an entire Proterozoic gold belt having geological and structural similarities to multi-million ounce gold mines in the north (i.e. Meadowbank and Lupin) as well as the prolific Homestake Mine in South Dakota. Previous exploration has identified numerous prospects along 140 km of strike length, with high-grade gold occurring in multiple settings: silicate and sulphide iron formation; shear zones and quartz veins hosted in granodiorite, metavolcanics and metasediments. An existing camp, tidewater access and two 1,200 m airstrips (North Warning System, formerly DEW Line site) will help to accelerate future work programs and potential development.

Kivalliq’s 100% owned Baffin Gold Property is comprised of consolidated mineral tenure approximately 230 km southwest of the community of Clyde River on Baffin Island, in the Qikiqtani region of Nunavut. This property comprises fifteen prospecting permits, six crown mineral claims and three Inuit Owned Land parcels subject to MEA’s with NTI.

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V: KIV) is a Vancouver-based company with a portfolio of high-quality uranium and precious metal exploration projects in Canada. In addition to the new Baffin Gold Property, 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 50% interest in the 131,412 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 kilometres 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 partner Nunavut Tunngavik Inc. (NTI) on both the Angilak and Baffin Gold Properties. 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, Chairman and 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.

Vancouver, BC – Kivalliq Energy Corporation (TSX-V: KIV) (“Kivalliq” or “the Company”) today announced that it has received funds from Roughrider Exploration Limited (TSX-V: REL) ("Roughrider") to undertake a new work program on the Genesis Property uranium project in Saskatchewan to commence September 2017. The receipt of funds completes Roughrider’s expenditure commitment obligations to Kivalliq allowing Roughrider to earn its 50% Initial Interest (the “Initial Interest”) in the Genesis Property, pursuant to the terms of the Option Agreement, as amended December 21, 2015 (the “Option Agreement”). The new work program will be announced upon final contracting of service providers. Roughrider holds the right to acquire up to an 85% interest in the Genesis Property from Kivalliq. For further details regarding the terms of the Option Agreement, please refer to the news release dated December 22, 2015 filed on www.sedar.com.

Pursuant to the terms of the Option Agreement, a cash payment of $175,000 (the “Option Payment”) was required by August 31, 2017 from Roughrider to earn the 50% Initial Interest. In accordance with the terms of the Option Agreement, Roughrider elected to satisfy the Option Payment through the issuance of 2,500,000 Shares at a deemed value per share of $0.07 (the “Share Payment”). The Share Payment has been made. In addition to any statutory or Exchange hold period, any shares issued in connection with the Option Agreement will be subject to a one year hold period from date of issuance.

Prior to the transaction, Kivalliq held 3,939,656 common shares, representing approximately 10.8% of the issued and outstanding common shares of Roughrider. Following issuance of the 2,500,000 Share Payment, Kivalliq owns in aggregate 6,439,656 common shares of Roughrider, representing approximately 16.4% of the current issued and outstanding common shares. Kivalliq acquired these securities for investment purposes and may in the future acquire or dispose of securities of Roughrider, through the market, privately or otherwise, as circumstances or market conditions warrant.

Kivalliq has been advised by Roughrider that the Share Payment constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Roughrider relied upon the applicable exemptions under sections 5.5(b) and 5.7(1)(b) respectively of MI 61-101 from the formal valuation and minority shareholder approval requirements in relation to the Share Payment. The transaction has been approved by all directors of Roughrider. There has been no prior valuation of the common shares and warrants issued as there has not been any necessity to do so.

About Kivalliq Energy Corporation

Kivalliq also holds a 100% interest in the 131,412 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 kilometres northeast from Wollaston Lake 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 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.

VANCOUVER, BC – Kivalliq Energy Corporation (TSX-V: KIV) (“Kivalliq”) today announced the acquisition of a dominant land position in one of the largest undeveloped greenstone-iron formation gold belts in Nunavut, Canada. This land package, totalling 408,981.6 hectares and covering 160 kilometres of the Foxe Fold Belt on central Baffin Island, comprises a Mineral Exploration Agreement (MEA) with Nunavut Tunngavik Inc. (NTI); the acquisition of 15 prospecting permits; and a transaction with Commander Resources Ltd. (Commander).

Baffin Gold Acquisition Highlights:

Large land position with exclusive control of one of the largest undeveloped greenstone belts in Canada
Covers a strongly mineralized gold system hosting known high-grade gold occurrences in multiple geological settings: iron formation, shear zones, quartz veins, metasediments and metavolcanics
Over $25 million* of exploration data and extensive geoscience databases from BHP-Billiton, Falconbridge, Commander Resources and AngloGold Ashanti exploration programs performed between 2001 and 2011 (*based on publicly disclosed reports)
An existing camp, tidewater access and two 1,200 m DEW Line airstrips will help to accelerate future work programs and potential development
Only 158 drill holes to date (<150 m depth) along entire belt, focused mostly on four prospects
61% of historic drill holes returned weighted assay intervals of > 1.0 g/t Au over 1.0 metre
Best three drill intercepts to date:
- 21.3 g/t Au over 4.2 m,
- 10.2 g/t Au over 4.5 m, and
- 9.2 g/t Au over 6.0 m
22.3% of historic surface rock samples taken were > 0.5 g/t Au, including 1388 g/t Au;
Best three channel samples to date:
- 373.9 g/t Au over 0.49 m,
- 241.3 g/t Au over 0.25 m, and
- 173.0 g/t Au over 0.46 m
Low acquisition costs (Prospecting permits and IOL Agreements)

“With the acquisition of the Baffin Gold project in Nunavut Territory, we have strengthened our relationship with NTI and we now hold an entire district with proven gold potential,” stated Kivalliq Energy CEO Jim Paterson. “Our team will benefit greatly from the significant exploration expenditures from previous operators, which generated extremely high-grade gold numbers at exploration targets that also exhibited potential for significant size and scale. We feel the combination of the Baffin Gold project’s key attributes, including: low entry cost; high potential for discovery and expansion of known gold zones; in a mining friendly jurisdiction, make this a highly valuable acquisition for the shareholders of Kivalliq. Our group has multi-decades of experience running successful northern projects and the Baffin Gold Property is a great addition to the Kivalliq portfolio.”

The Baffin Gold Property is a district-scale land package covering an entire Proterozoic gold belt having geological and structural similarities to multi-million ounce gold mines in the north (i.e. Meadowbank, Lupin) as well as the prolific Homestake Mine in South Dakota. Previous exploration has identified numerous prospects along 140 kilometres of strike length, with high-grade gold occurring in multiple settings: silicate and sulphide iron formation; shear zones and quartz veins hosted in granodiorite, metavolcanics and metasediments.

The Baffin Gold Property is comprised of consolidated mineral tenure located approximately 230 kilometres southwest of the community of Clyde River on Baffin Island, in the Qikiqtani region of Nunavut. This property comprises fifteen prospecting permits, six crown mineral claims and three Inuit Owned Land parcels subject to MEA’s with NTI.

Previous Exploration

Prior to 2001, exploration and mapping in central Baffin Island focused on base metals. Between 2000 and 2003, the Geological Survey of Canada mapped the western half of the Piling Group and, while no new mineral occurrences were documented, they recognized the area was prospective for several types of mineralization including: zinc-lead in platform carbonates; nickel, copper, cobalt and platinum in layered mafic-ultramafic sills; tin in pegmatitic rocks; and gold in close association with the Bravo Lake (“BLF”) and Longstaff Bluff (“LBF”) Formations.

Gold was first discovered by BHP Billiton and Falconbridge in 2001 during base metal exploration programs, and by 2003 Commander had optioned or staked a large land package similar to Kivalliq’s current Baffin Gold Property boundaries. Between 2003 and 2009 Commander operated seasonal field exploration programs costing about $18 million that included: 158 diamond drill holes (19,083 m); two airborne geophysical surveys (GEOTEM and DIGHEM V); four ground geophysical surveys; 2,700 till and soil samples; 4,623 rock (channel and grab) samples. Between 2009 and 2011, AngloGold Ashanti optioned the property and conducted one season of drilling and ground IP surveying.

To date, prospecting, mapping and geophysics, followed by drilling, have been very successful in discovering new, high-grade gold zones hosted in a variety of geological settings within the BLF. Most of the drilling completed to date was within 150 metres of surface and focused on following-up surface gold prospects at Malrok (7,221m in 59 holes), and Ridge Lake (7,124m in 67 holes) with limited exploratory drilling at Kanosak (1,960m in 13 holes), Durette (1,784m in 11 holes), and Brent (995m in 8 holes). For tables listing highlights of historic drill hole intercepts and surface sample results, please see: http://www.kivalliqenergy.com/

Foxe Fold Belt – Bravo Lake Formation

The Foxe Fold Belt (FFB) is a Proterozoic supra-crustal sequence characterized by upper greenschist to amphibolite facies metamorphism and complex poly-phase deformation. The Baffin Gold Property is centered on the Bravo Lake Formation (BLF), an east-west trending, metavolcanic-sedimentary belt located along the southern edge of Piling Group rocks within the FFB. Prospective gold-bearing zones within the Bravo Lake formation are generally shallow dipping and extend 140 kilometres inland from tidewater into central Baffin Island.

High-grade gold occurrences have been identified in three separate iron formation units, within quartz veins in volcanic and sedimentary units of the BLF; and in shear zones within younger intrusions. At least three structural settings controlling gold mineralization have been identified to date:

1) Intersections between permissive stratigraphy and secondary structures;

2) Stratabound permeability (fracturing/veining) due to strain partitioning; and,

3) Shear and fault zones.

Gold occurs primarily as free gold, associated with arsenopyrite and disseminated within quartz veins. Petrographic work indicates a strong, mineralizing system having either two mineralizing events or a protracted period of gold mineralization.

Kivalliq Exploration Priorities

The Kanosak, Ridge, Malrok, and Durette zones are the most advanced prospects within the BLF and represent the range of mineralization and structural analogues within the BLF. These will help guide future exploration programs covering the rest of the property.

Kivalliq exploration efforts will target near surface gold in BLF iron formation, greenstone-metasediment hosted quartz veins, similar to other gold deposits in the Nunavut and Northwest Territories, and particularly the prolific Proterozoic aged Homestake Mine in South Dakota. Exploration priorities include an immediate review, compilation and reinterpretation of all geological and exploration data, to develop integrated structural, geophysical and geochemical models targeting the untapped potential of this extremely prospective gold belt. Final plans and budgets for the Baffin Gold Property will be disclosed after a review of existing data has been completed.

Initial field work being planned for the summer of 2017 will systematically explore the BLF gold belt and ground truth newly developed models. The program will infill earlier datasets and prioritize un-sourced gold anomalies in till, soil and boulders. Future drilling will further assess known prospects, new structural targets, untested areas of outcropping mineralization and blind targets in covered areas based on till geochemistry and geophysics.

Terms of the Commander Baffin Gold Property Option

As part of Kivalliq’s consolidation of mineral tenure in the Qikiqtani Region, Kivalliq has, subject to receipt of all necessary approvals, acquired an option to earn 100% of Commander’s Baffin Gold Property which includes 6 mineral claims (5,948 hectares) and a recently signed MEA with NTI on two blocks within Inuit Owned Lands (8,105 hectares).

Upon execution of, and pursuant to the terms of the Baffin Gold Property Option Agreement:

Commander will receive a cash payment of C$10,000;
Commander will receive an aggregate of 500,000 Kivalliq shares within 12 months;
Kivalliq will fulfill Commanders obligations to NTI for Year 1 under the MEA on IOL BI-35;
Commander will receive 500,000 Kivalliq shares at a Bankable Feasibility Study;
Commander will receive a cash payment up to $6 million upon commencement of Commercial Production;
Commander will retain a 0.25% to 0.5% NSR royalty on Commander’s Baffin Gold Property optioned lands;
As part of a data purchase agreement, Kivalliq will grant Commander a 0.25% NSR royalty on Kivalliq’s Baffin mineral tenures adjacent to Commander’s Baffin Gold Property optioned lands; and
Terms of the Baffin Gold Property Option Agreement may be adjusted up until the date of any first royalty payment to reflect the possible impact of any past commercial agreements or interests.

Terms of MEA’s on Inuit Owned Land with Nunavut Tunngavik Inc.

Three parcels within Kivalliq’s Baffin Gold Property are subject to Mineral Exploration Agreements (MEA’s) with NTI, granting exclusive rights to explore for, develop and mine minerals on approximately 72,638 hectares of IOL parcel BI-35 on Baffin Island in the Qikiqtani Region of Nunavut.

Under terms of the MEA’s on IOL RI-35, NTI will receive:

Annual fees and exploration work commitments;
$1 million and $5.5 million cash payments upon demonstrating NI 43-101 compliant Measured Resources of 1 million and 5 million ounces gold respectively;
$3 million and $5 million cash payments with the commencement of a Feasibility Study and at Commercial Production respectively;
$50,000 annual advanced royalty payments after both a Measured Resource of 1 million ounces gold and a positive Feasibility Study is attained; and
At Commercial Production, an underlying 12% net profits royalty payable on exploration areas (deductions not to exceed 70% of gross revenues)

For Baffin Gold Property maps and tables please visit our website: http://www.kivalliqenergy.com/

QA/QC

Kivalliq has not performed any exploration on the Baffin Gold Property to date. Exploration results by Commander and previous explorers reported herein are historic in nature and although not verified by Kivalliq, this work was carried out by knowledgeable explorers using acceptable industry practices at the time. 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

On behalf of the Board of Directors

"Jim Paterson"

James R. Paterson, CEO

Kivalliq Energy Corporation

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

Vancouver, British Columbia – Kivalliq Energy Corporation (KIV: TSX-V) (“Kivalliq”) today announced that on August 30, 2016, in a private transaction, it acquired ownership of and control over 1,969,828 common shares of Roughrider Exploration Limited of 625 Howe Street, Suite 408, Vancouver, BC, V6C 2T6, Canada (“Roughrider”), representing approximately 7.54% of the issued and outstanding common shares of Roughrider. As a result, Kivalliq now has ownership of and control over 3,939,656 common shares of Roughrider, representing approximately 15.08% of Roughrider’s issued and outstanding shares.

The 1,989,828 common shares were acquired by Kivalliq pursuant to the Mining Option Agreement dated July 10, 2014, and the amendment to the Mining Option Agreement announced December 22, 2015, between Kivalliq and Roughrider related to the Genesis Property uranium project in Saskatchewan, Canada.

Other than as set forth in the foregoing, there has been no material change in a fact set out in a previous report filed by Kivalliq under the early warning requirements in respect of Roughrider’s securities.

This press release is issued pursuant to National Instrument 62-104, which also requires a report to be filed with the B.C. and Alberta Securities Commissions containing additional information with respect to the foregoing matters (the “Report”).

To obtain a copy of the Report or for further information concerning this announcement, please contact Jeff Dare at (778) 327-6671.

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 200,909 hectare Genesis Property located northeast of the 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 also holds a 100% interest in the 13,711 hectare Hatchet Lake Property adjacent to the north-eastern margin of Saskatchewan’s 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’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

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.

VANCOUVER, BC – Kivalliq Energy Corporation (TSX VENTURE: KIV) (Kivalliq) today announced it has made a strategic addition to the Company’s project portfolio through a transaction with Rio Tinto Exploration Canada Inc. and Rio Tinto Canada Uranium Corporation (Rio Tinto) to acquire a highly prospective uranium property, adjacent to the Athabasca Basin of Saskatchewan, Canada.

Kivalliq has, subject to all necessary approvals, acquired 100% of Rio Tinto’s Hatchet Lake Uranium Property, subject to a 2% NSR:

13,711 hectares (33,880.6 acres) in six claims adjacent to the north-eastern margin of the Athabasca Basin in Saskatchewan and three and a half (3.5) kilometres to the north west of Kivalliq’s Genesis Property
Hatchet Lake is located 39 km along trend from the Roughrider uranium deposit and within 29 kilometres of Cameco’s Eagle Point uranium mine
Multiple unconformity related basement targets of interest based on results from recent work by Hathor Exploration Ltd and Rio Tinto, including geophysics, boulder, soil, lake sediment and bio-geochemical sampling
At least five priority target areas selected for follow-up exploration in 2015
Low net acquisition cost

“The Hatchet Lake project fits well with Kivalliq’s strategy to add high quality uranium exploration projects to our portfolio at low acquisition costs,” stated Jim Paterson, Kivalliq’s CEO. “The project has compelling targets based on comprehensive early stage exploration work by Hathor and Rio Tinto, with estimated expenditures exceeding $750,000 since 2007. The project’s proximity to one of the world’s premier uranium mining and milling districts and possible synergies with exploration planned for the Genesis Property combine to make Hatchet Lake an excellent addition to Kivalliq’s portfolio.”

Previous Exploration

There is no record of mineral exploration over the Hatchet Lake property prior to the discovery of uranium at Rabbit Lake in 1968. Early exploration between 1968 and 1980 by groups including Gulf Minerals Canada Ltd, Canadian Superior Exploration Ltd and SMDC comprised airborne and ground geophysical surveys, surface sampling and drilling based on boulder, geochemical and radon anomalies. No further work was conducted until the property area was staked by Roughrider Uranium Corporation in 2005.

Recent Exploration

In 2007, following a takeover of Roughrider, Hathor Exploration Ltd (Hathor) collected 420 lake sediment samples and flew magnetic and Versatile Time Domain (VTEM) surveys over the claims. The VTEM survey defined 30 individual conductive trends with a combined strike length of 53 line kilometers. In 2008, Hathor collected an additional 837 soil and 215 rock samples. 19 of these rock samples returned assays greater than 0.2% U₃0₈ with a high of 1.17% U₃0₈ in a pegmatitic boulder. Exploration in 2012 by Rio Tinto included the collection of 306 soil samples, 1153 bio-geochemical samples and 31 rock samples. The Rio Tinto work identified uranium in soil anomalies coincident with known mineralization in boulders and outcrops and geochemical signatures known to be associated with uranium mineralization.

“The Hatchet Lake property was initially staked by Roughrider Uranium Corporation for its potential to host significant uranium deposits, being situated on the Mudjatik-Wollaston transition zone and along strike from world class uranium deposits such as McArthur River, Cigar Lake and Midwest Lake," stated Kivalliq director Dale Wallster. "I’m pleased to see that Kivalliq will now be able to utilize the high quality data developed from exploration work performed by both Hathor and Rio Tinto and expect that drill targets will be developed soon."

Kivalliq Exploration Priorities

Exploration priorities include an immediate compilation of all available data to rank uranium occurrences and refine Kivalliq’s five priority targets for future drilling. Plans and budgets for the Hatchet Lake Property will be disclosed after a full review of existing data has been completed. Kivalliq is eligible to recoup a $173,876.45 deficiency deposit on the claims upon completion of equivalent exploration expenditures on the Hatchet Lake project prior to February 1, 2016.

Terms for the Acquisition of the Hatchet Lake Uranium Property

Subject to receipt of all necessary approvals, Kivalliq will acquire 100% interest in the Hatchet Lake Property on the following terms:

Kivalliq making a cash payment upon execution of the agreement of C$220,000, subject to all claims being in good standing as of the closing date;
Rio Tinto transferring a 100% interest in the Hatchet Lake Project to Kivalliq;
Kivalliq granting Rio Tinto a 2% NSR royalty on the Hatchet Lake Project, with Kivalliq holding a buy-down right of 0.5% for C$750,000 (in the event Kivalliq exercises its buy-down right RTX’s remaining royalty will be a 1.5% NSR royalty).

For Hatchet Lake property maps please see: http://kivalliqenergy.com/uranium/hatchet_lake/

QA/QC

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

About Kivalliq Energy Corporation

Kivalliq Energy Corporation (TSX-V:KIV) is a Vancouver-based company exploring for uranium on the 495,883 acre Genesis Property located northeast of Saskatchewan’s Athabasca Basin. In addition, Kivalliq holds Canada’s highest-grade uranium resource outside of Saskatchewan. Its 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% U₃0₈, totaling 43.3 million pounds U₃0₈. 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 Genesis Property, with Roughrider funding the current exploration program. This highly prospective project is located along the Wollaston-Mudjatik trend extending northeast from Saskatchewan’s highly prolific Athabasca Basin. In accordance with the previously disclosed terms of the Option Agreement between Roughrider and Kivalliq, Roughrider has the option to acquire up to an 85% interest in the Genesis Property.

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

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.