Mr. Geoff Balderson reports

SPECTRE ANNOUNCES PROMISSORY NOTE WITH NORTHERN RARE EARTH CORP.

Spectre Capital Corp. has entered into a non-interest-bearing, unsecured grid promissory note with Northern Rare Earth Corp., pursuant to which NREC will lend up to $100,000 to the company. The loan will be used exclusively to finance the company's direct, bona fide, third party transaction expenses in connection with its proposed qualifying transaction with NREC, as previously announced in the company's news releases dated May 28, 2026, and Aug. 18, 2026.

The loan may be drawn in multiple advances, with each advance subject to NREC's prior written approval. The outstanding principal balance under the note will be payable in full upon completion of the QT, at which time the indebtedness will be eliminated as an intercompany balance in connection with the amalgamation. If the QT does not close and the definitive amalgamation agreement is terminated in accordance with its terms, the outstanding amount will be forgiven in full, and NREC will have no recourse against the company's initial public offering proceeds, seed capital or escrowed funds.

The loan is an arm's-length transaction. No finder's fee, commission or other compensation is payable in connection with the loan.

Additional information

Trading in the common shares of the company has been halted in compliance with the policies of the TSX Venture Exchange. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Spectre shares will not resume prior to the closing of the QT.

We seek Safe Harbor.