File: '\\swfile\EmailIn\20241022 161529 Attachment Demesne - news release - Amending Agreement re Star Mineral Property and LOI for acquisition of IMA Mine (final).docx'

LEGAL_45107631.3

LEGAL_45107631.3

DEMESNE RESOURCES ANNOUNCES

AMENDING AGREEMENT REGARDING THE STAR MINERAL PROPERTY AND

LETTER OF INTENT TO ACQUIRE IMA MINE TUNGSTEN PROJECT

Vancouver, BC, October 22, 2024 - Demesne Resources Ltd. (CSE:DEME) (OTCQB:DEMRF) ("Demesne" or the "Company") announces, further to its news release of May 23, 2023, that the Company has entered into an amending agreement dated October 16, 2024 and made effective as of May 4, 2024 (the "Amending Agreement") amending the consideration to be paid as stated in the Option Agreement dated effective May 11, 2022 (the "Option Agreement") among the Company, Christopher R. Paul, Michael A. Blady and Oliver J. Friesen (collectively the "Optionor") by: (i) extending the period for incurring such expenditures from up to 48 months following the date of listing (the "Listing Date") on the Canadian Securities Exchange (the "CSE") to up to 72 months from the Listing Date; (ii) reducing the number of common shares in the capital of the Company (the "Shares") to be issued to the Optionor from 1,650,000 Shares to 450,000 Shares; and (iii) reducing the cash payments to be made to the Optionor from $75,000 to $60,000.

Pursuant to the terms and conditions of the Option Agreement and for the acquisition by the Company from the Optionor of a 100% interest in Star Mineral Property, Skeena Mining Division, British Columbia, Canada (the "Property"), the Company has already incurred $100,000 for exploration expenditures on the Property, issued 450,000 Shares and paid a total of $30,000 in cash to the Optionor.

The Company is pleased to also announce that it has entered into a letter of intent (the "LOI") dated October 22, 2024 with IMA-1, LLC (the "Vendor"), pursuant to which the Company has been granted an option to acquire from the Vendor (the "Proposed Transaction") a 100% undivided interest (subject to a 2% royalty) in the IMA Mine Project located in East-Central Idaho, (the "IMA Property"). Closing of the Proposed Transaction is subject to, amongst other things, the completion by the Company of a satisfactory due diligence review of the IMA Property, the negotiation and execution of a definitive agreement, corporate approval by the board of directors of the Company and the Vendor and the approval of the CSE (collectively, the "Conditions Precedent").

The Proposed Transaction is an arm's length transaction and shareholder approval for the Proposed Transaction is not expected to be required by the CSE. Pursuant to the terms of the LOI, and subject to the parties satisfying the Conditions Precedent, the Company will be granted an option to acquire a 100% interest in the IMA Property in consideration for cash payments totaling USD$5,800,000 to be paid in stages over an 8-year period, of which, USD$100,000 is payable upon closing the Proposed Transaction and an additional USD$150,000 is payable within 12 months of closing. The IMA Property is subject to a 2% Net Smelter Return Royalty (1% of which can be purchased by the Company for USD$2,000,000 on or before the fourth year).

ABOUT THE IMA PROPERTY

The IMA Property is located in the Lemhi Range, East Central Idaho near Patterson, Idaho. The Vendor holds the IMA Mine, with 22 patented claims on 395.98 acres. The Vendor also owns additional 214.4 acres of patented ground in the IMA Property area outright, in adjacent Pahsimeroi Valley.

The IMA Property is a fully-permitted, past producing tungsten-molybdenum property that began as a silver mine in the 1800s, with historical tungsten-molybdenum related exploration and drilling. Approximately US$15.0 million of capital have been spent over many years to fund and advance the project by a variety of junior and senior mining exploration companies (including Inspiration Development, a subsidiary of Anglo American), with the most recent investments being made in 2008. Between 1934 -1982, the IMA Mine produced 743,069 tonnes of ore and 3,314 tons of old tailings. From this material was produced 302 ounces of gold, 1,296,358 ounces of silver, 1,813,758 pounds of copper, 2,921,509 pounds of lead, 20,581 pounds of zinc, and 198,333 standard units of WO3 (Tungsten) (1). The IMA Mine is situated close to key infrastructure items and resources, including paved county roads, tier-1 low-cost power supply, access to water rights, and a mining-oriented labour force.

Source: "History of the Ima Mine, Lemhi County, Idaho", Idaho Geological Survey, Staff Report 99-2, University of Idaho, August 1999

ABOUT DEMESNE RESOURCES LTD.

Demesne Resources Ltd. is a British Columbia based company involved in the acquisition and exploration of magnetite mineral properties. The Company's sole property is the Star Project, consisting of five contiguous mineral titles covering an area of approximately 4,615.75 hectares located in the Skeena Mining Division, British Columbia, Canada. The Company has entered into an option agreement pursuant to which it is entitled to earn an undivided 100% interest in the Star Project.

ON BEHALF OF THE BOARD OF DIRECTORS:

Murray Nye

CEO

For further information, please contact: Murray Nye, CEO, Email: ir@demesneresources.com; Phone: (778)706-6104.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved the contents of this press release.

This press release includes "forward-looking information" that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.