Mr. Gary Lewis reports

AEF LAUNCHES COMMERCIAL ADVISORY BOARD TO DRIVE PROJECT DEVELOPMENT IN AUSTRALIA AND NORTH AMERICA

AE Fuels Corp. has formed the AE Fuels commercial advisory board under the leadership of Joe Kaderavek.

Gary Lewis, chief executive officer and director of the company, said: "As inaugural chair of the AEF commercial advisory board, Joe Kaderavek brings over 30 years experience operating at the highest level in the resources, advisory and investment sectors, including projects centred on energy transition metals, battery technologies, renewables, EVs [electric vehicles], smart networks and other disruptive technologies. Joe is an engineer and a chartered financial analyst and has deep connections within industry and government in Australasia and North America. AEF will benefit greatly from his insights and expertise."

The advisory board provides independent, multidisciplinary guidance to support AE Fuels' pathway to becoming a leading North American producer of high-purity battery materials. It expands the expertise available to the AE Fuels board as the company progresses from development into chemical production.

The overriding objective in forming the advisory board is to drive shareholder value through the collective experience of its members, which will be critical to understanding key risks and opportunities as the South Woodie Woodie manganese project and the Fluorite Ridge fluorspar project advance toward production.

AE Fuels has additionally appointed Tyson Hall to the commercial advisory board. With extensive U.S. executive, commercial and technical experience in specialty chemicals and advanced materials, Mr. Hall will help guide the Fluorite Ridge project toward the appropriate chemical and battery markets. Mr. Hall is a chemical engineer and has previously led businesses ranging from $100-million to $3-billion per year, most notably Albemarle Corp.'s global bromine business as well as Albemarle's global lithium franchise, the world's largest.

AE Fuels will draw on the diverse skills of Mr. Kaderavek and Mr. Hall and expects to appoint additional specialist members to the advisory board in the coming months.

Engagement of Red Cloud as market-maker

The company also announces that it has entered into an agreement with Red Cloud Securities Inc. for Red Cloud to provide marketed stabilization and liquidity services to the company. Red Cloud is a Toronto-based financial services company that provides assistance to mineral exploration and mining companies in accessing capital markets and enhancing their corporate profiles.

As part of the services to be rendered to the company, Red Cloud will use best efforts to maintain: (i) a reasonable and consistent bid and offer spread for the company's common shares; and (ii) a reasonable board-lot size for the bid and the offer of the company's common shares. The company has retained Red Cloud for an indefinite term. Either party may terminate the agreement with 30 days of notice. In consideration for the services, the company will pay Red Cloud a cash fee of $5,000 per month, with the first three months paid in advance, starting on March 1, 2026. Red Cloud will not receive any securities of the company as compensation.

The services to be provided by Red Cloud will mainly be rendered by Adam Smith. Red Cloud and Mr. Smith are arm's-length parties to the company. Red Cloud and Mr. Smith do not currently have any interest in the company or the securities of the company, but Red Cloud and Mr. Smith may acquire securities of the company in connection with the market-making services. The funds to be used for the market-making services will be provided by Red Cloud in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The engagement of Red Cloud is subject to the approval of the TSX-V.

Grant of deferred share units and performance share units

The company also announces that it has granted 600,000 deferred share units (DSUs) and 400,000 performance share units (PSUs) to certain directors and officers of the company. The DSUs will vest on the 20th business day after the holder ceases to be an eligible person under the company's equity incentive plan, subject to a minimum vesting period of 12 months after the date of grant. The PSUs will vest on the date that is 12 months after the date of grant, subject to the achievement of certain corporate and technical key performance indicators. Once vested, each DSU/PSU entitles the holder to acquire one common share of the company.

The DSUs and PSUs were issued pursuant to the terms of the company's 10-per-cent rolling equity incentive plan. The company's equity incentive plan and the grant of DSUs and PSUs are subject to shareholder approval at the next annual and general shareholder meeting of the company.

Debt settlement

The company also announces that it has entered into debt settlement agreements with certain arm's-length creditors and Mark Wise, a director of the company's subsidiary, Advanced Energy Fuels Inc., to fully settle debt owed by the company to the creditors in the aggregate amount of $234,293.75 for outstanding fees by the company issuing an aggregate of 937,175 common shares of the company to the creditors at a deemed price of 25 cents per common share. The debt settlement is subject to the approval of the TSX-V. The shares to be issued to the creditors will be subject to a hold period expiring on the date that is four months and one day after the date of issuance in accordance with applicable securities laws.

The participation of Mr. Wise in the debt settlement, in the amount of 100,000 shares to be received by Mr. Wise under the debt settlement, constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. There will be no material change in the outstanding securities of the company that are held by Mr. Wise as a result of the debt settlement. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related party in the debt settlement in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The directors of the company unanimously approved the debt settlement. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

About AE Fuels Corp.

AE Fuels is a battery materials company focused on the extraction and purification of minerals critical for the batteries that power electrification and energy storage. AE Fuels has a multiasset portfolio strategically located in Tier 1 jurisdictions, with manganese projects in the Pilbara region of Western Australia and fluorspar prospects in New Mexico in the United States. Manganese and fluorspar are essential raw materials to multiple high-growth industries and are designated critical minerals in Australia, the United States and the European Union due to their importance to energy security and clean technology supply chains. AE Fuels is advancing development activities aimed at delivering reliable, allied-sourced supply of these materials to reduce U.S. dependence on high-risk or non-aligned jurisdictions.

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