Mr. Karim Rayani of Skull Ridge reports

SKULL RIDGE GOLD CORP. SIGNS NON-BINDING LETTER OF INTENT TO ACQUIRE POWER ONE RESOURCES CORP.

Skull Ridge Gold Corp. has entered into a non-binding letter of intent with Power One Resources Corp., pursuant to which Skull Ridge proposes to acquire all of the issued and outstanding common shares of Power One by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

Under the terms contemplated by the LOI, shareholders of Power One would receive one common share of Skull Ridge for each common share of Power One held, resulting in Power One becoming a wholly owned subsidiary of Skull Ridge upon completion of the transaction.

The proposed transaction is intended to combine the mineral exploration assets of Skull Ridge and Power One within a single publicly traded company and create a broader exploration platform with exposure to uranium, nickel, copper, platinum group elements, rare earth elements and other critical minerals.

About Power One Resources Corp.

Power One's flagship Pecors property is located near Elliot Lake, Ont., in the historic Elliot Lake uranium district. The property covers a regional magnetic anomaly measuring approximately 12 kilometres by four kilometres, and is prospective for uranium, nickel, copper and platinum group elements. Power One has disclosed an exploration permit for a proposed approximately 1,500-metre drill hole targeting the Zd1 geophysical anomaly.

Power One also holds the Wicheeda North rare earth element property near Prince George, B.C., comprising approximately 2,138 hectares and located adjacent to Defense Metals Corp.'s Wicheeda project.

In May, 2025, Primary Hydrogen Corp. announced an option to earn up to 75 per cent of Wicheeda North, subject to payments and $1.5-million in exploration expenditures over 18 months. Skull Ridge and Power One believe this context is useful in illustrating the proven endowment of the district, while noting that mineralization on adjacent or nearby properties is not indicative of mineralization on Power One's project. There is no guarantee that Power One's project will yield comparable results to the neighbouring Wicheeda project held by Defense Metals.

Concurrent financing

In connection with the transaction, Skull Ridge intends to use commercially reasonable efforts to complete a concurrent subscription receipt financing through the issuance of subscription receipts. The size, pricing and other terms of the financing will be determined by the parties and announced once finalized.

The proceeds of the financing are expected to provide the combined company with additional working capital to advance its exploration programs and corporate objectives following completion of the transaction.

Transaction structure

The transaction is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).

Completion of the transaction will be subject to a number of conditions, including, among others:

• Execution of a definitive business combination agreement;
• Satisfactory completion of mutual due diligence;
• Completion of the concurrent financing;
• Receipt of required shareholder approvals;
• Receipt of applicable court, stock exchange and regulatory approvals;
• Receipt of required third party consents; and
• Satisfaction of other customary closing conditions.

The parties intend to use good faith best efforts to enter into a definitive agreement on or before Nov. 10, 2026, with completion of the transaction contemplated on or before March 31, 2027, unless otherwise agreed by the parties.

The letter of intent is principally non-binding, and there can be no assurance that the parties will enter into a definitive agreement or that the transaction will be completed as currently proposed or at all.

Strategic rationale

The proposed combination represents an opportunity to consolidate complementary mineral exploration assets and establish a larger platform, from which the combined company can pursue exploration and strategic opportunities.

Karim Rayani, chief executive officer of Skull Ridge, commented: "The proposed combination with Power One represents a significant opportunity to bring together complementary assets, experienced management teams and shareholder bases under one company. By combining our resources and expertise, we believe we can build a stronger, more diversified exploration company with the scale and ability to advance our projects, attract investment, and pursue new growth opportunities. We look forward to working closely with the Power One team to execute on our shared vision and create long-term value for shareholders."

Multilateral Instrument 61-101 disclosure

Certain shareholders of each of Skull Ridge and Power One are related parties to Skull Ridge and Power One, as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special transactions), which include Mr. Rayani (executive chairman, chief executive officer and a director of Skull Ridge and a shareholder holding more than 10 per cent and less than 20 per cent of each of Skull Ridge and Power One) and Brian Crawford (chief financial officer and a director of each of Skull Ridge and Power One).

Accordingly, the transaction will constitute a related-party transaction under MI 61-101 for Skull Ridge as Skull Ridge will be acquiring securities of Power One held by the related-party shareholders and the related-party shareholders will receive securities of Skull Ridge in consideration for such acquisition. As such, Skull Ridge will be subject to the requirements under Part 5 of MI 61-101 unless an exemption to the requirements is available.

Skull Ridge intends to rely on Section 5.5(b) of MI 61-101 as the exemption from the formal valuation requirements of MI 61-101 in respect of the transaction as the common shares of Skull Ridge are not listed on a specified market under MI 61-101. Skull Ridge intends to rely on Section 5.7(a) of MI 61-101 as the exemption from the minority approval requirements of MI 61-101 in respect of the transaction as the fair market value of the securities to be received by the related parties are not anticipated to exceeded 25 per cent of Skull Ridge's market capitalization.

About Skull Ridge Gold Corp.

Skull Ridge is a Canadian mineral exploration company focused on the acquisition, exploration and development of high-potential precious and base metal projects. The company's flagship asset is the Skull Island gold-silver project (formerly the Heritage gold-silver project), located on the Burin Peninsula of Newfoundland and Labrador.

The district-scale project comprises approximately 145 square kilometres of contiguous mineral claims and is underlain by Neoproterozoic volcanic rocks of the Avalonian epithermal belt. The project hosts the Point May epithermal system, a 4.5-kilometre-by-5.2-kilometre mineralized system containing numerous gold-silver zones, prospects and exploration targets. The Avalonian epithermal belt also hosts the past-producing Hope Brook gold mine, highlighting the broader mineral potential of the region.

Supported by an experienced management team and strengthened board of directors, Skull Ridge is focused on advancing the project through systematic exploration, disciplined capital allocation and strategic growth initiatives.

We seek Safe Harbor.