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Galaxy Ventures completes QT with TruSilver Metals

2026-10-23 15:07 ET - News Release

Mr. Michael Gross reports

TRUSILVER METALS CORP. COMPLETES QUALIFYING TRANSACTION; SHARES EXPECTED TO BEGIN TRADING ON THE TSX VENTURE EXCHANGE UNDER "TAG" ON OCTOBER 27, 2026

TruSilver Metals Corp. (formerly Galaxy Ventures Inc.) has completed its qualifying transaction with TruSilver Resources Corp. (formerly TruSilver Metals Corp.), further to the news releases dated April 29, 2026, June 1, 2026, Sept. 15, 2026, Oct. 9, 2026, and Oct. 15, 2026. The QT constitutes the company's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

Full details of the qualifying transaction and related matters are set out in the filing statement of the company dated Oct. 15, 2026, which can be found under the company's SEDAR+ profile.

Highlights:

  • The QT closed on Oct. 20, 2026. The resulting issuer now owns 100 per cent of TruSilver and its Sturgis-Walton silver project in Hants county, Nova Scotia.
  • The company has changed its name from Galaxy Ventures Inc. to TruSilver Metals Corp. and consolidated its common shares on a 1-for-2.5 basis.
  • A total of 42,544,678 common shares of the resulting issuer are issued and outstanding.
  • Subject to final exchange acceptance, the resulting issuer's common shares are expected to begin trading on the exchange under the symbol TAG on or about Oct. 27, 2026, as a Tier 2 mining issuer.
  • TruSilver's concurrent financing raised gross proceeds of $2,830,090, which will finance drilling at the Sturgis-Walton silver project and general working capital.

"Was Walton just the branch? Starting in November, we drill for the trunk," said Michael Gross, president and chief executive officer. "Today, TruSilver becomes a public company with a permitted target, a funded program and a team that has done this before. From here, the drill does the talking."

Listing and trading

Trading in the company's shares has been halted since April 28, 2026, and will remain halted until the exchange issues its final bulletin. The exchange will publish a bulletin confirming final acceptance of the QT and the date trading begins. The company will issue a further news release when trading begins.

The new Cusip number for the common shares of the resulting issuer is 89825B101 (ISIN: CA89825B1013). Shareholders who hold their shares through a broker do not need to take any action.

Terms of the qualifying transaction

The QT was completed under the amalgamation agreement dated May 29, 2026, as amended Aug. 26, 2026, Sept. 25, 2026, and Oct. 1, 2026, among the company, its wholly owned subsidiary 1590566 B.C. Ltd. (Subco) and TruSilver. Immediately before closing, the company consolidated its common shares on the basis of one postconsolidation share for every 2.5 preconsolidation shares and changed its name to TruSilver Metals Corp. TruSilver and Subco then amalgamated, and the amalgamated company continues as a wholly owned subsidiary of the company under the name TruSilver Resources Corp.

On closing, the company issued one postconsolidation common share for each of the 39,214,038 outstanding TruSilver common shares, including the 11,025,541 shares issued on conversion of the subscription receipts sold in TruSilver's concurrent financing. Outstanding TruSilver options and warrants are now exercisable for common shares of the resulting issuer on the same terms.

Capitalization of the resulting issuer

The resulting issuer has the following securities outstanding following closing.

Escrow and resale restrictions:

  • CPC escrow: 1,408,000 postconsolidation common shares and 200,000 options held by Galaxy's former principals remain in escrow under Galaxy's CPC (capital pool company) escrow agreement; 25 per cent of the shares are released on the exchange's final bulletin and 25 per cent every six months thereafter; 100 per cent of the options are released on the final bulletin;
  • Value escrow: 18,323,327 common shares, 800,000 warrants and 2,375,000 options held by principals of the resulting issuer have been deposited in escrow under an exchange Form 5D Tier 2 escrow agreement dated Oct. 20, 2026, with Endeavor Trust Corp.; 10 per cent is released on the exchange's final bulletin and 15 per cent every six months thereafter over 36 months;
  • Other resale restrictions: a further 11,050,611 common shares and 285,440 warrants are subject to contractual lock-ups of between four and 36 months.

Full escrow details are set out in the company's filing statement dated Oct. 15, 2026.

Board and management

Effective on closing, the board of directors of the resulting issuer consists of Mr. Gross, Dr. Peter Hancock, Matt Rees, William White and Penelope White. Mr. Gross is president and chief executive officer, and Yucai (Rick) Huang is chief financial officer and corporate secretary. The audit committee consists of Dr. Hancock, Mr. Gross and Mr. Rees.

The resulting issuer's board and management team brings experience at Glencore PLC, Sherritt International, Sibanye-Stillwater, Iamgold Corp., Noranda-Falconbridge and Fortune Bay, spanning mineral discovery, major-project development and public-company finance.

Michael Gross, MBBS, FRCS (London), FRCSC, ICDD -- president, chief executive officer and director

Mr. Gross is the president and chief executive officer and a director of TruSilver. He is an experienced executive and corporate leader with over 20 years of business development experience. He brings seasoned capital markets and venture-stage board experience, including past lead director roles with Linear Gold Corp. and Brigus Gold Corp., and currently serves as a director of Fortune Bay Corp., providing experience across the full life cycle of mineral projects from discovery through to buyout. Mr. Gross has also been actively involved in the financing and development of both public and private companies. In addition to his mining experience, he is a medical entrepreneur and founder of InkWell Health and has served as a director of Sona Nanotech Inc.

Dr. Peter Hancock, BE, MSc, PhD -- director

Dr. Hancock is president and chief executive officer of Sherritt International, a director of Sibanye-Stillwater, and a mining executive with 30-plus years of experience, primarily with Glencore. During his tenure at Glencore, he managed the Murrin Murrin nickel-cobalt mining operations in Western Australia and served as president of Koniambo Nickel SAS from 2011 to 2016, where he led the completion, commissioning and ramp-up of the $7-billion (U.S.) Koniambo nickel mine in New Caledonia -- one of the largest greenfield nickel projects globally. Earlier in his career, he oversaw operations at the Brunswick smelter and led technology and business development for Noranda Zinc, contributing to significant advancements in mineral processing and operational efficiency.

Matt Rees, MSc, PGeo -- director

Mr. Rees has over 30 years of technical leadership experience, including more than 11 years with Iamgold, serving first as manager, new opportunities exploration, and later as chief geologist. During his tenure, he was part of the Iamgold team responsible for discovering or acquiring approximately 29 million ounces of gold. Before joining Iamgold, Mr. Rees served as vice-president, exploration and chief geologist of Stockport Exploration, where he directed international exploration programs and contributed to significant discoveries at the Seymour Lake lithium project in Ontario and the Nyanza gold project in Kenya. He also led the drilling program that produced a National Instrument 43-101 mineral resource estimate for the KM61 molybdenum-copper-silver deposit. Previously, Mr. Rees spent 17 years with Noranda-Falconbridge exploring a variety of base and precious metal deposit types globally.

Mr. White -- director

Mr. White has been a director of TruSilver since 2021. He has over eight years of experience in capital markets, corporate finance and business development. He is the chief executive officer of WCG Cap Partners Corp., a family office focused on building a portfolio of growth companies, including in the resource sector. Mr. White has helped identify, finance and develop numerous ventures and brings strong expertise in strategic planning, capital raising and corporate governance. Mr. White's recent activities include co-founding Tiger Gold Corp., a gold exploration company.

Yucai (Rick) Huang, BA, MBA, CPA -- chief financial officer and corporate secretary

Mr. Huang is a financial executive with over a decade of experience as CFO of publicly traded companies, including junior and mid-tier mining companies. He brings expertise in financial reporting, treasury, internal controls, regulatory compliance and board-level financial oversight and has led or supported public equity financings totalling over $100-million, along with several go-public transactions. Mr. Huang served as CFO and corporate secretary of Tiger Gold from December, 2024, to July, 2026, and, for the past five years, has provided accounting services to Canadian public issuers through his firm, Prospen Management Services Inc.

Penelope White, BA, LLB -- director

Ms. White is a mining entrepreneur and capital markets executive with more than 25 years of experience in corporate transactions, financing and go-public strategies. She has co-founded multiple ventures, including Tiger Gold, Highbury Energy Inc. and Merus Labs International Inc., which was subsequently acquired by Norgine BV in July, 2017, at an enterprise value of approximately $342-million, including assumed debt. Ms. White has been recognized as a Profit Magazine Top Canadian Entrepreneur and was a national finalist for the RBC Award for Excellence in Entrepreneurship.

The former directors and officers of Galaxy resigned on closing. The company thanks them for their work in bringing the QT to completion.

Crowe MacKay LLP remains the auditor of the resulting issuer, and Endeavor Trust is its transfer agent and registrar. The resulting issuer has adopted a May 31 financial year-end and will continue with Galaxy's existing stock option plan.

About TruSilver Metals Corp.

TruSilver Metals owns 100 per cent of the Sturgis-Walton silver project in Nova Scotia, free of a net smelter return (NSR) royalty, adjacent to the historic Walton mine, where historical sources report mined ore head grades of 350 to 933 grams per tonne silver. Overlapping magnetic, gravity and audio-magnetotelluric anomalies define a priority exploration target that, together with historic drilling, downhole geophysics and 3-D modelling, is guiding the company's planned 2026/2027 diamond drilling program of 3,500 metres across five holes to test for mineralization at depth. The initial drilling target has been defined and a drilling permit is in place. Drilling is expected to begin in November, 2026. In late 2025, Rio Tinto Exploration Canada Inc. staked all open mineral claims in the Minas subbasin, comprising 2,363 claims under 30 exploration licences, thereby surrounding the Sturgis-Walton silver project. Rio Tinto is not affiliated with TruSilver, and its activities are not indicative of mineralization on TruSilver's property.

TruSilver's team combines decades of exploration, mine development and capital markets experience, with current or former lead technical and board roles at Iamgold, Noranda-Falconbridge, Glencore, Sherritt International and Sibanye-Stillwater as well as co-founding Tiger Gold. Team members contributed to the discovery or acquisition of over 31 million ounces of gold and led completion and initial ramp-up of a $7-billion (U.S.) nickel project. The team brings strong knowledge of the Sturgis-Walton region, Nova Scotia's geology and regulatory environment, and deep expertise in applying modern exploration technologies, including artificial intelligence.

Early warning disclosure for Mr. Gross

Mr. Gross acquired resulting issuer shares on closing of the QT in exchange for his TruSilver common shares, on a one-for-one basis, under the amalgamation. As a result, he owns, or has control or direction over, more than 10 per cent of the outstanding resulting issuer shares on a partially diluted basis. Accordingly, Mr. Gross is providing the following disclosure under National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately before closing of the QT, Mr. Gross did not own or have control or direction over any securities of the company. Immediately after closing, Mr. Gross beneficially owns or has control or direction over 4,116,667 resulting issuer shares and 400,000 warrants exercisable at 45 cents per share. These include 120,000 shares and 120,000 warrants held by Michael Gross Investments Ltd. and 200,000 shares and 200,000 warrants held by MMP Investments Ltd., both controlled by Mr. Gross. His shares are about 9.68 per cent of the outstanding resulting issuer shares on an undiluted basis. Assuming he exercises only his warrants, he would hold about 10.52 per cent on a partially diluted basis. Mr. Gross also holds 1.2 million stock options exercisable at 10 cents to 25 cents per share, of which 600,000 vest only on meeting performance conditions.

Mr. Gross acquired the securities for investment purposes. Depending on market conditions, a change in plans and other relevant factors, he may in the future acquire more securities of the company, dispose of some or all of his securities, or continue to hold his current position, subject to applicable escrow restrictions. His securities are subject to the exchange Form 5D Tier 2 escrow agreement dated Oct. 20, 2026, with Endeavor Trust.

Mr. Gross will file an early warning report under NI 62-103 on SEDAR+ under the company's profile.

Early warning disclosure for Mr. White

Mr. White acquired resulting issuer shares on closing of the QT in exchange for his TruSilver common shares, on a one-for-one basis, under the amalgamation. As a result, he owns, or has control or direction over, more than 10 per cent of the outstanding resulting issuer shares. Accordingly, Mr. White is providing the following disclosure under NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately before closing of the QT, Mr. White did not own, or have control or direction over, any securities of the company. Immediately after closing, Mr. White beneficially owns, or has control or direction over, 5,552,000 resulting issuer shares and 200,000 warrants exercisable at cents 45 per share. These include 2,294,000 shares and 80,000 warrants held by WCG Cap Partners Corp. and 1,132,000 shares held by Two Lions Communications Inc., both controlled by Mr. White. His shares are about 13.05 per cent of the outstanding resulting issuer shares on an undiluted basis. Assuming he exercises only his warrants, he would hold about 13.46 per cent on a partially diluted basis. Mr. White also holds 100,000 stock options exercisable at 25 cents per share.

Mr. White acquired the securities for investment purposes. Depending on market conditions, a change in plans and other relevant factors, he may, in the future, acquire more securities of the company, dispose of some or all of his securities, or continue to hold his current position, subject to applicable escrow restrictions. His securities are subject to the exchange Form 5D Tier 2 escrow agreement dated Oct. 20, 2026, with Endeavor Trust.

Mr. White will file an early warning report under NI 62-103 on SEDAR+ under the company's profile.

Early warning disclosure for James Michaelis

Mr. Michaelis acquired resulting issuer shares on closing of the QT in exchange for his TruSilver common shares, on a one-for-one basis, under the amalgamation. As a result, he owns, or has control or direction over, more than 10 per cent of the outstanding resulting issuer shares. Accordingly, Mr. Michaelis is providing the following disclosure under NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Immediately before closing of the QT, Mr. Michaelis did not own, or have control or direction over, any securities of the company. Immediately after closing, Mr. Michaelis beneficially owns, or has control or direction over, 5.1 million resulting issuer shares. These are about 11.99 per cent of the outstanding resulting issuer shares on an undiluted basis. Mr. Michaelis also holds 975,000 stock options exercisable at 10 cents to 25 cents per share, of which 375,000 vest only on meeting performance conditions.

Mr. Michaelis acquired the securities for investment purposes. Depending on market conditions, a change in plans and other relevant factors, he may in the future acquire more securities of the company, dispose of some or all of his securities, or continue to hold his current position, subject to applicable escrow restrictions. His securities are subject to the exchange Form 5D Tier 2 escrow agreement dated Oct. 20, 2026, with Endeavor Trust.

Mr. Michaelis will file an early warning report under NI 62-103 on SEDAR+ under the company's profile.

Qualified person

Matt Rees, MSc, PGeo, a qualified person under NI 43-101, has reviewed and approved the scientific and technical information in this news release. Mr. Rees is a director of the company and is not independent.

The filing statement and the technical report are available under the company's profile on SEDAR+.

We seek Safe Harbor.

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