Mr. Alan Macdonald reports

VENERABLE VENTURES ANNOUNCES TRANSACTION WITH SELKIRK FIRST NATION TO LAUNCH SELKIRK COPPER MINES INC. AND NON-BROKERED PRIVATE PLACEMENT

Venerable Ventures Ltd. has entered into a binding letter of intent, effective June 29, 2025, with an affiliate of Selkirk First Nation, to launch Selkirk Copper Mines Inc., a new venture which will acquire a 100-per-cent interest in the Minto copper-gold mine located in Yukon.

Minto is an idled open-pit and underground copper-gold mine located on Selkirk First Nation land in the Yukon territory. The site includes a 4,200-tonne-per-day mill, camp, water treatment facilities, numerous ancillary buildings and mobile equipment. 843093 Yukon Inc., a Yukon company, wholly owned indirectly by Selkirk First Nation, currently owns the project.

The company will complete the transaction through the purchase of 100 per cent of 843093 Yukon for total consideration of $15,045,000 payable in common shares of the company. At closing, the company will be renamed as Selkirk Copper Mines Inc., and Selkirk indirectly will be its largest shareholder. The transaction is being completed in partnership with Selkirk First Nation and supported by the Fiore group.

"We are proud to take ownership of this important copper-gold mine located on our settlement land," Selkirk First Nation Chief Sharon Nelson said. "We believe there still are significant resources beneath our land and nearby that can support a promising future for this venture and our first nation. We intend to commence an extensive drilling program as soon as possible in 2025 to expand the resource base, and, as owners, we will be in a position to ensure the highest standards of environmental performance for the company. I am grateful to our citizens for their support of this strategic initiative by our first nation."

The Minto mine produced high-quality, clean concentrate during operations from 2007 to 2023. Abandoned by the previous owner, the mine was placed into receivership in July, 2023. For the past two years, at its own expense, Selkirk has worked diligently, with technical support from the Fiore group, to realize on its strategic goal, including months of negotiations with the receiver and the government of Yukon and a two-step process in the Yukon Supreme Court to complete its purchase of the mine assets and to confirm Yukon's support. The purchase was completed on June 18, 2025, at an aggregate cost to Selkirk of approximately $6.1-million.

Fiore group partner and Venerable Ventures adviser Ryan Weymark, PEng, said: "We have had the privilege of working with the Selkirk First Nation over the last two years to support their acquisition of the Minto mine, one of the few idled copper-gold mines in North America. Selkirk's traditional and regulatory knowledge complements our technical and capital market expertise, creating an ideal partnership to advance this project. The company will be imminently updating a National Instrument 43-101 mineral resource estimate for the deposit. It has also commenced engineering work and studies with the goal of resuming copper-gold production in two to three years, producing amongst the cleanest copper concentrate on the global market."

Transaction summary

The transaction will be structured as a three-cornered amalgamation under the statutory provisions of the B.C. Business Corporations Act. The company will incorporate a subsidiary, which will then amalgamate with 843093 Yukon, the Selkirk affiliate which owns the project. This affiliate is a wholly owned subsidiary of 843094 Yukon Inc., which is in turn wholly owned by Selkirk First Nation.

As consideration for the transaction, the company will pay $15,045,000 through the issuance to SelkirkCo of 28,688,407 common shares of the company at a deemed value of 56 cents per share, and warrants to purchase 1,562,500 common shares of the company at an exercise price of 56 cents per share. The warrants will expire three years from closing of the transaction. The securities issued for the purchase price will be subject to a hold period of four months and one day from the date of issuance, as well as any applicable escrow restrictions pursuant the policies of the TSX Venture Exchange. The Selkirk First Nation is an arm's-length party to the company per the policies of the TSX-V.

Non-brokered private placement

Prior to the completion of the transaction and subject to approval of the TSX-V, the company intends that an entity it will designate will complete a non-brokered private placement of up to nine million subscription receipts at a price of 28 cents per subscription receipt for total proceeds of up to $2.52-million. Each subscription receipt will automatically convert into one common share of the company at the closing of the transaction. A fee may be payable on a portion of the initial offering.

Upon closing of the initial offering, a portion of the proceeds will be advanced to 843093 Yukon, and the balance to the company to finance the start of the 2025 exploration program of the project, to pay costs related to certain obligations inherited with the project, as well as transaction costs and expenses, and to provide general working capital.

In addition, prior to the completion of the transaction and subject to TSX-V approval, the company intends to launch a second larger round of financing by the same entity through the placement of subscription receipts. Each subscription receipt will automatically convert into one common share of the company at the closing of the transaction.

Future arrangements

On closing of the transaction, the company intends to change its name to Selkirk Copper Mines Inc. and to reconstitute the board of directors of the company. SelkirkCo will have the right to nominate two of the six expected directors. Further details of the transaction, including the names and biographies of the proposed members of the board, will be disclosed in future news releases.

The transaction constitutes a reverse takeover as contemplated under the TSX-V Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets), and, as a result, trading in the company's common shares on the TSX-V has been halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V. Upon resumption of trading on the TSX-V, it is anticipated that the industry sector in which the company will operate will be Tier 2 mining. The transaction is not subject to shareholder approval of the company per Policy 5.2 of the TSX-V as the transaction is not a related-party transaction, the company is currently without active operations and is listed on NEX, the company is not and will not be subject to a cease trade order or otherwise suspended from trading upon completion of the transaction, and shareholder approval is not required under applicable corporate and securities laws. Closing of the transaction is subject to a number of conditions, including negotiation and execution of a definitive agreement, receipt of all required corporate, regulatory and third party consents, TSX-V approval, and satisfaction of other customary closing conditions. There can be no assurance that the transaction will be completed as proposed or at all.

The scientific and technical information contained in this presentation was reviewed by Stacie Jones, PGeo, a qualified person and independent from the company under the meaning of National Instrument 43-101. She has reviewed, verified and approved the technical information in this news release.

We seek Safe Harbor.