Ms. Katharine Adams, a shareholder, reports
EARLY WARNING NEWS RELEASE - KATHARINE ALLEN ADAMS, GUSTAVO J. KOCH AND ROBERT W. NEILL ANNOUNCE ACQUISITION OF COMMON SHARES OF MONTEORO MINERALS LTD.
On Oct. 29, 2026, Katharine Allen Adams, Gustavo J. Koch and Robert W. Neill (the reporters) acquired ownership of, or control or direction over, common shares of Monteoro Minerals Ltd. (formerly 1287405 B.C. Ltd.) under the arrangement (as defined below). As a result, each reporter now holds more than 10 per cent of the outstanding common shares.
This news release is issued under the early warning requirements of National Instrument 62-104 (Take-Over Bids and Issuer Bids) and National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues).
The arrangement
The transaction giving rise to this news release was the completion, on Oct. 29, 2026, of a statutory plan of arrangement under the Business Corporations Act (British Columbia). Under the arrangement, the company acquired all of the issued and outstanding common shares of Monteoro Resources Ltd. (formerly Monteoro Minerals Ltd.). Each Monteoro share was exchanged for one common share, at a deemed issue price of 75 cents per common share, and each outstanding stock option of Monteoro Resources was exchanged for a stock option of the company. The common shares were not acquired on a marketplace.
Holdings of the reporters
Immediately before the arrangement, none of the reporters owned or controlled any common shares or other securities of the company. Immediately after the arrangement, each reporter had ownership of, or control or direction over, the following securities of the company:
- Ms. Adams, of Little Rock, Ark., United States, holds 38,202,568 common shares, representing approximately 27.970 per cent of the outstanding common shares. Ms. Adams holds no other securities of the company. The common shares were issued to her in exchange for 38,202,568 Monteoro shares, at a deemed value of $28,651,926.
- Mr. Koch, of Santo Tome, Santa Fe, Argentina, holds 19,786,998 common shares through Expert Funding Corp., a Republic of Panama entity he beneficially owns and controls, representing approximately 14.487 per cent of the outstanding common shares. Mr. Koch also holds 900,000 stock options of the company. Assuming the exercise of those options only, Mr. Koch would hold 20,686,998 common shares, or approximately 15.047 per cent of the outstanding common shares on a partially diluted basis. The common shares were issued in exchange for 19,786,998 Monteoro shares, at a deemed value of $14,840,248.50.
- Robert W. Neill, of Jackson, Miss., United States, holds 19,101,284 common shares through the Robert Watson Neill Trust, of which he is the trustee and the beneficiary, and The Neill GST Receptacle Trust, of which he is the beneficiary (9,550,642 common shares each), representing approximately 13.985 per cent of the outstanding common shares. Mr. Neill also holds two million stock options of the company. Assuming the exercise of those options only, Mr. Neill would hold 21,101,284 common shares, or approximately 15.226 per cent of the outstanding common shares on a partially diluted basis. The common shares were issued in exchange for 19,101,284 Monteoro shares, at a deemed value of $14,325,963.
The percentages above are based on 136,583,838 common shares outstanding after the arrangement.
Purpose of the acquisitions
Each reporter acquired the securities as consideration under the arrangement and holds them for investment purposes. Mr. Koch is the chairman and a director of the company, and Mr. Neill is its chief executive officer and a director. Depending on market and other conditions, each reporter may increase or decrease his or her holdings of securities of the company, subject to escrow and lock-up restrictions and applicable securities laws. Other than in the ordinary course of Mr. Koch's and Mr. Neill's roles as directors and officers, none of the reporters have any present plans or intentions that relate to or would result in any of the matters listed in Item 5 of Form 62-103F1.
Early warning reports
Each reporter will file an early warning report on SEDAR+ under the company's profile at SEDAR+.
For further information or to obtain a copy of an early warning report, please contact Richard Paolone, Oakridge Law LLP, at phone: 416-258-3059 or by e-mail: rpaolone@oakridgelawllp.com.
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