Mr. Chris Hobbs reports
CATALYST ONE TO ACQUIRE BC RARE EARTH PROPERTY FROM LIRECA RESOURCES INC.
Catalyst One Exploration Corp. has entered into a property purchase agreement dated Nov. 4, 2026, with Lireca Resources Inc., pursuant to which the company has agreed to acquire an undivided 100-per-cent legal and beneficial interest in the B.C. REE property, a rare earth element exploration property located approximately 85 kilometres northeast of Prince George, B.C., for aggregate cash and share consideration of $870,000, together with the grant of a 3-per-cent net smelter return royalty, as described below. The vendor is at arm's length to the company.
"We are excited to add the B.C. REE property to our portfolio. The global market for rare earth elements is undergoing a massive, structural transformation, evolving from a clean-energy and electric vehicle story into the bedrock of physical AI, robotics and advanced technology infrastructure," Catalyst One chief executive officer Michael Ruggles commented.
The property
The property consists of eight contiguous mineral claims covering 6,164 hectares, centred approximately 35 kilometres east of the community of Bear Lake and 85 kilometres northeast of Prince George, B.C. The property is accessed from Hwy. 97 through Bear Lake and a network of forest service roads, and is located in close proximity to hydroelectric power lines and railway lines. The southern boundary of the claims lies approximately 1,200 metres north of Defense Metals Corp.'s proposed Wicheeda open-pit mine (National Instrument 43-101 technical report, Wicheeda rare earth project prefeasibility study, dated April 4, 2025).
The property is being explored for REE and niobium mineralization. The area is underlain by upper Cambrian to lower Ordovician sedimentary rocks of the Kechika group, comprising siltstone, limestone, marble, argillite and calcareous rocks, which are intruded by the Wicheeda intrusive suite. This is the same suite of rocks that host the Wicheeda deposit. The strata strike between 120 degrees and 140 degrees and dip steeply to the northeast and southwest.
2025 exploration program
An exploration program was completed on the property in June and September, 2025, consisting of a detailed heliborne magnetic and radiometric survey and soil and rock sampling. The survey identified a number of geophysical targets that may represent carbonatite intrusions. Due to limited access and time constraints, two of these targets, together with an exposed road cut, were followed up with geochemical sampling.
A total of 36 soil samples were collected. Soil sample W25T020, collected from geophysical target T1, returned the highest values of the program, with 0.869 per cent total rare earth oxides and 478 parts per million niobium. Two rock samples collected from the road cut returned background values. The results of the program are documented in an assessment report dated March 5, 2026.
Recommended follow-up work includes resampling the W25T020 site to confirm reproducibility, investigating rock fragments in the overburden, hand trenching to expose bedrock at this location and soil sampling of additional geophysical targets.
Readers are cautioned that soil geochemical results are not necessarily representative of mineralization in the underlying bedrock, and that mineralization on adjacent or nearby properties, including the Wicheeda REE deposit, is not indicative of mineralization on the property.
Terms of the transaction
Purchase agreement
Pursuant to the purchase agreement, the company will acquire the property from the vendor for consideration composed of:
- An aggregate of 3.8 million common shares of the company at a deemed price of 15 cents per consideration share, to be issued to the vendor on the closing date of the transaction;
- An aggregate of $300,000 in cash; and
- A net smelter return royalty to be granted by the company in respect of the property, as described below.
The consideration shares will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws.
Net smelter return royalty
Pursuant to the purchase agreement, the company will grant to 1079170 B.C. Ltd., an affiliate of the vendor, a 3-per-cent net smelter return royalty on the property pursuant to a net smelter return royalty agreement to be entered into between the company and the royalty holder on closing of the transaction. Under the royalty agreement, the company may reduce the royalty from 3 per cent to 1 per cent, in 1-per-cent increments, by paying the royalty holder $1-million (U.S.) for each 1-per-cent reduction.
No finder's fee
No finder's fee is payable in connection with the transaction.
TSX Venture Exchange approval
The transaction does not constitute a change of control of the company or a reverse takeover under the policies of the TSX Venture Exchange. However, upon completion of the transaction, the vendor is expected to hold approximately 15.3 per cent of the issued and outstanding common shares of the company and will become an insider of the company under TSX-V policies. Accordingly, the transaction constitutes a reviewable transaction under TSX-V Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets) and is subject to acceptance by the TSX-V.
Conditions to closing
The closing of the transaction is subject to the acceptance of the TSX-V and the satisfaction or waiver of other customary closing conditions.
Technical information
The technical information in this news release has been prepared under the supervision of, and reviewed and approved by, Chris M. Healey, PGeo, a qualified person for the purposes of National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr. Healey is independent of the company for the purposes of NI 43-101.
About Catalyst One Exploration Corp.
Catalyst One is a Canadian-based exploration-stage company engaged in the acquisition and exploration of mineral properties in the United States, primarily in the prolific Walker Lane mineral belt in Nevada. The company owns a 100-per-cent undivided interest in the Palmetto gold project, which consists of 116 unpatented mining claims totalling 2,217 acres located in Esmeralda county, Nevada. The Palmetto gold project hosts a mineral resource estimate disclosed in accordance with NI 43-101 in a technical report prepared by WSP Canada Inc. with an effective date of Oct. 15, 2020. The Palmetto gold project has been the subject of significant exploration by numerous companies to date, including Newmont Gold, Phelps Dodge Corp., Romarco Minerals and, most recently, ML Gold Corp. The initial discovery hole was drilled by Phelps Dodge in 1988, and Romarco Minerals subsequently drilled bonanza gold-silver veins between 1997 and 2002.
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