21:01:55 EST Fri 13 Nov 2026
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Aurbis Resources Corp
Symbol AURR
Shares Issued 21,643,420
Close 2026-11-13 C$ 0.115
Market Cap C$ 2,488,993
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Aurbis enters deal for Ducros spinout through Universal

2026-11-13 19:53 ET - News Release

Mr. Johan Lambrechts reports

AURBIS RESOURCES ANNOUNCES ARRANGEMENT AGREEMENT FOR PROPOSED SPIN-OUT OF UNIVERSAL NICKEL

Aurbis Resources Corp. has entered into an arrangement agreement dated Nov. 12, 2026, with its wholly owned subsidiary, Universal Nickel Corp., in respect of the previously announced spinout of the company's interest in the Ducros nickel project located in the Abitibi region of the province of Quebec through Universal Nickel, by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

Pursuant to the arrangement, each Aurbis shareholder will receive one new common share of Aurbis in exchange for each common share of Aurbis held immediately prior to the effective time of the arrangement, together with its pro rata portion of the common shares of Universal Nickel held by Aurbis. There will be no change in Aurbis shareholders' proportionate interest in Aurbis as a result of the arrangement. Following completion of the arrangement, Aurbis will no longer hold any Universal Nickel shares.

Based on the 22,456,606 Aurbis shares and 4.4 million Universal Nickel shares currently issued and outstanding, Aurbis shareholders are expected to receive approximately 0.196 Universal Nickel share for each Aurbis share held immediately prior to the effective time.

Highlights:

  • Stand-alone nickel company: Universal Nickel will operate as a stand-alone exploration company focused on the Ducros nickel project while Aurbis will continue to focus on advancing its retained mineral property portfolio, including the Ecru gold project in Nevada.
  • Direct Universal Nickel ownership for Aurbis shareholders: Aurbis shareholders will receive one new Aurbis share for each Aurbis share held immediately prior to the effective time and their pro rata portion of the Universal Nickel shares held by Aurbis, while retaining their existing proportionate interest in Aurbis.
  • Full distribution: All of the Universal Nickel shares held by Aurbis will be distributed to Aurbis shareholders, and Aurbis will not retain any interest in Universal Nickel following completion of the arrangement.
  • Convertible securities unaffected: Outstanding Aurbis warrants and options will remain outstanding on their existing terms and will be exercisable for new Aurbis shares. Holders of Aurbis warrants and options will not be entitled to receive Universal Nickel shares.

The arrangement

Pursuant to the arrangement agreement, the arrangement will be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). Under the arrangement, the Aurbis shares will be redesignated as Class A common shares, and each Class A common share will be exchanged for one new Aurbis share and the holder's pro rata portion of the Universal Nickel shares held by Aurbis. No fractional Universal Nickel shares will be distributed, and any fractional entitlement will be rounded down to the nearest whole Universal Nickel share without compensation. Aurbis shareholders must hold their Aurbis shares until the effective time to receive new Aurbis shares and Universal Nickel shares under the arrangement.

Each Aurbis warrant and option outstanding immediately prior to the effective time will remain outstanding, and, following the effective time, will be exercisable for new Aurbis shares at the same exercise price and on the same terms. Holders of Aurbis warrants and options will not be entitled to receive Universal Nickel shares or any other consideration in respect of the Universal Nickel shares distributed under the arrangement.

Under the arrangement agreement, Universal Nickel has agreed that if, following completion of the arrangement, it proposes to list the Universal Nickel shares on any stock exchange, it will, prior to completion of such listing, complete a rights offering to all holders of Universal Nickel shares on a pro rata basis, on terms to be determined by the board of directors of Universal Nickel.

The arrangement is subject to customary closing conditions, including approval of the arrangement resolution by not less than two-thirds of the votes cast by: (i) holders of Aurbis shares; and (ii) holders of Aurbis shares, warrants and options, voting together as a single class (with each holder of Aurbis warrants and options entitled to one vote for each Aurbis share issuable upon exercise thereof), in each case present in person or represented by proxy at the annual general and special meeting of Aurbis securityholders to be held on Dec. 18, 2026, and the interim and final orders of the Supreme Court of British Columbia. Subject to receipt of all required approvals, the arrangement is expected to become effective in the first quarter of 2027. The arrangement agreement will terminate if the arrangement has not become effective on or before March 31, 2027, or such later date as Aurbis may determine. Registered Aurbis shareholders will have dissent rights in respect of the arrangement, as described in the circular (as defined below).

The meeting will be held at 11 a.m. Pacific Time at 1100, 1111 Melville St., Vancouver, B.C., and the record date for the meeting is Nov. 13, 2026. In addition to the arrangement and customary annual meeting matters, Aurbis shareholders will be asked at the meeting to approve, subject to approval of the arrangement, an omnibus incentive plan for Universal Nickel. The record date for the distribution of the new Aurbis shares and Universal Nickel shares will be the effective date of the arrangement, and the company will issue a news release at least five business days in advance of such date once all conditions to closing have been satisfied.

Board recommendation

The board of directors of Aurbis has determined that the arrangement is fair to Aurbis securityholders and in the best interests of the company, and unanimously recommends that Aurbis securityholders vote for the arrangement resolution at the meeting.

The board, in consultation with its legal advisers, determined that a fairness opinion was not required as the arrangement will not change Aurbis shareholders' proportionate ownership of the company and Aurbis shareholders will continue to hold an interest in the Ducros nickel project through their ownership of Universal Nickel shares.

Each director and officer of the company who owns Aurbis shares has indicated an intention to vote all Aurbis shares for the arrangement resolution.

Universal Nickel management

The current directors of Universal Nickel are Gordon Villeneuve, Nathan Chutas and Allan Glowach, and Scott Davis serves as chief financial officer and corporate secretary. In connection with completion of the arrangement, Universal Nickel also expects to appoint a chief executive officer and additional director.

The Ducros nickel project

The Ducros nickel project comprises 44 contiguous mining claims located approximately 80 kilometres northeast of Val d'Or, between Senneterre and Lebel-sur-Quevillon, Que. The project lies within the Southern Volcanic zone of the Abitibi greenstone belt and hosts nickel-copper-platinum group element mineralization associated with the ultramafic Fortin sill.

The Ducros nickel project is at the exploration stage. No mineral resource or mineral reserve has been estimated for the project, and there is no assurance that further exploration will result in the definition of a mineral resource or an economically viable deposit.

Additional information

Additional details regarding the arrangement, including the terms of the arrangement agreement, the reasons for the arrangement, the anticipated tax consequences of the arrangement, and information concerning Universal Nickel and the Ducros nickel project, are included in the management information circular of the company dated Nov. 16, 2026, to be delivered to Aurbis securityholders in connection with the meeting. The circular and related meeting materials will also be filed under the company's profile on SEDAR+.

The Aurbis shares will continue to be listed on the Canadian Securities Exchange following completion of the arrangement. Upon completion of the arrangement, Universal Nickel is expected to become a reporting issuer in British Columbia and Ontario. The Universal Nickel shares are not listed on any stock exchange, completion of the arrangement will not result in a listing of the Universal Nickel shares, and there can be no assurance that a listing or trading market for the Universal Nickel shares will be obtained.

Qualified person

Johan Lambrechts, QP, is the company's qualified person as defined by National Instrument 43-101, and has reviewed the scientific and technical information that forms the basis for portions of this news release. Mr. Lambrechts is a member of the Australian Institute of Geoscientists (No. 5900). He has approved the disclosure herein. Mr. Lambrechts is not independent of the company as he is a director of the company.

About Aurbis Resources Corp.

Aurbis Resources is a small-capitalization junior exploration company focused on acquiring and exploring prospective projects with discovery and growth as the primary focus.

It is focused on gold exploration, with initial attention on the U.S. state of Nevada, a prolific gold-producing region, and its Ecru project in the heart of the Battle Mountain-Eureka gold trend, surrounded by major producers like the Cortez and Pipeline complexes (Nevada Gold Mines: NGM) and recent discoveries such as Robertson (NGM) and Four Mile (Barrick).

We seek Safe Harbor.

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