File: Attachment News - Rex Resources - Definitive Agreement (Jan 14, 2026).pdf

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228 1122 Mainland St. Vancouver, BC V6B 5L1 www.rexresourcescorp.com

TSX-V: OWN

Rex Resources and Bathurst Holdings Inc. enter into Definitive Agreement

News Release January 14, 2026 Vancouver, B.C. Rex Resources Corp. (TSXV: OWN, FWB: 94G) ("Rex" or the "Company") and Bathurst Holdings Inc. ("BHI", and together with the Company, the "Parties") are pleased to announce that they have entered into an arm's length acquisition agreement dated January 14, 2026 (the "Definitive Agreement") regarding a proposed reverse takeover transaction (the "RTO Transaction") in accordance with Policy 5.2 Changes of Business and Reverse Takeovers (the "Policy 5.2") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual.

About Bathurst Holdings Inc.

Bathurst Holdings Inc. is a private Canadian company led by an experienced mining and exploration team, with a robust roadmap to restart and advance multiple projects. BHI has strong roots in New Brunswick with a focus on sustainability and stakeholder relations, and is lead by a team of mineral sector professionals with a track record of creating significant value advancing and devoting assets towards production scenarios. BHI has entered into a term sheet and exclusivity agreement providing BHI the exclusive right to acquire the large claim package comprising the Stratmat and Halfmile Projects in New Brunswick. BHI is working closely with the Government of New Brunswick on closing the acquisition.

The Halfmile Mine is an underground polymetallic mine located in northern New Brunswick. The project covers an area of 1,104ha and has 73 claims. It contains lead, zinc, gold, silver and copper. Infrastructure at the site includes water and power utilities, a mill-feed storage pad, office space, dry shops, and access roads.

The Stratmat deposit is a significant polymetallic massive sulphide deposit (VMS) containing zinc-lead- silver-copper-gold located in the Bathurst Mining Camp of New Brunswick.

The RTO Transaction

As set out in the Definitive Agreement, the Company will acquire all of the issued and outstanding common shares of BHI (the "BHI Shares") pursuant to a three-cornered amalgamation to be completed under the Business Corporations Act (Ontario) (the "OBCA") by the Parties and a wholly-owned subsidiary of the Company incorporated for the purpose of completing the amalgamation (the "Amalgamation"). The Amalgamation will result in the issuance of 25,000,000 common shares of the Company to the shareholders of BHI (each, a "BHI Shareholder") for each BHI Share held by such BHI Shareholder on a one-to-one basis, immediately prior to the closing of the RTO Transaction (the "Closing").

The Amalgamation will result in the "Reverse Takeover" (as defined in Policy 5.2) of the Company by the BHI Shareholders. Following the completion of the RTO Transaction, the Company, as the issuer resulting therefrom (the "Resulting Issuer"), is expected to carry on the current business of BHI. The business of the Resulting Issuer will be primarily focused on mineral exploration and development of BHI's projects located in New Brunswick. BHI's projects will be subject to a 2% net smelter returns royalty, with the option to buyback one-half (50%) of the net smelter returns royalty for $1 million for a period of five years after Closing. - 2 -

Upon completion of the RTO Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the TSXV (as defined by the policies of the TSXV).

Pre-Closing Capitalization of the Company

As of the date hereof, the Company's authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares in the capital of the Company, issuable in series, of which 18,173,095 common shares and no preferred shares are issued and outstanding. In addition, the Company currently has 566,666 stock options and 1,174,999 warrants issued and outstanding.

Resulting Issuer Capitalization

If the RTO Transaction and the maximum amount of the Concurrent Financing (as defined herein) are completed, the Resulting Issuer will have approximately 57,173,095 common shares issued and outstanding on an undiluted basis.

Concurrent Financing

In connection with the RTO Transaction, BHI expects to undertake a private placement (the "Concurrent Financing") of subscription receipts of BHI (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of a minimum of $2.5 million and a maximum of $3.5 million.

Each Subscription Receipt will, concurrent with the Closing, automatically convert into one common share of the Resulting Issuer, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the TSXV for the RTO Transaction and satisfaction or waiver of all of the conditions precedent to the RTO Transaction as set out in the Definitive Agreement.

The net proceeds of the Concurrent Financing will be used for mineral exploration and development of BHI's projects and for general and working capital purposes.

There may be finder/broker fees paid in connection with the Concurrent Financing. There will be no finder fees paid in connection with the RTO Transaction.

Conditions Precedent

The completion of the RTO Transaction will be subject to a number of terms and conditions to set forth in the Definitive Agreement, including, among other things (i) there being no material adverse change in respect of either of the Parties, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of Closing, (iii) the completion of a name change of the Company (iv) completion of the Concurrent Financing, (v) completion of a National Instrument 43-101 technical report for BHI's projects, (vi) completion of audited financial statements of BHI, (vii) BHI shall have closed the acquisition of the Stratmat and Halfmile Projects, and (viii) such other customary conditions of closing for a transaction in the nature of the RTO Transaction. Accordingly, there can be no assurance that the RTO Transaction will be completed on the terms proposed and described herein, or at all.

Additional Information

Further updates in respect of the RTO Transaction (including financial information regarding BHI) will be provided in a subsequent news release. Also, additional information concerning the RTO Transaction, the Parties and the Resulting Issuer will be provided in the filing statement (the "Filing Statement") to be filed by the Parties in connection with the RTO Transaction, which will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

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The audited financial statements of BHI, together with other required financial information, will be included in the Filing Statement, as required, in connection with the RTO Transaction.

No deposits, advances or loans have been or are intended to be made in connection with the RTO Transaction.

Proposed Directors and Officers of the Resulting Issuer

Subject to TSXV approval, on completion of the RTO Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of five (5) directors. Information with respect to certain of the proposed directors and officers of the Resulting Issuer is set forth below. A chief financial officer and corporate secretary of the Resulting Issuer will be determined prior to Closing.

Craig Taylor (Current Director and CEO of the Company)

Previously (since 2018), Mr. Taylor was a Director and the CEO of Defense Metals Corp. and helped advance the project from the exploration stage to a completed robust PEA. From 2007 until 2016, he was a director of Advantage Lithium Corp, a TSX-V listed junior exploration company. From April 2012 until April 2016, he was a director of Clear Mountain Resources Corp., a TSX-V listed company, now named Patriot One Technologies Inc. Mr. Taylor has served as director and officer of several other public companies engaged in mineral exploration and development throughout his career.

Kevin Vienneau (Current Director and Founder of BHI)

Kevin is a mining engineer with 25 years of experience in the Bathurst Mining Camp, Mr. Vienneau has worked on gold and base metal projects, including at Noranda's Brunswick #12 mine and at Stratabound Minerals Corp. Kevin has managed numerous exploration programs, helped facilitate the production of numerous NI-43-101 Resource Estimates, PEAs and co- authored an EIA application that was approved for mining in New Brunswick (CNE Mine Which we successfully tolled milled at the Brunwick Mine and reclaimed the site in 2013). He has expertise in permitting, stakeholder and First Nation negotiations, acquisitions and new company creation and stock exchange listing. In 2021, as a co-founder and director (former) helped successfully launched Founders Metals (TSX-V:FDR). Kevin received his Bachelor of Engineering from Dalhousie University and resides in Bathurst, NB.

Kris Raffle (Current Director of the Company)

Mr. Raffle brings 25 years Canadian and international base and precious metals mineral exploration experience. He is a Partner and Principal Geologist with the leading Edmonton-based geologic consulting firm, APEX Geoscience Ltd. In addition, Mr. Raffle has held past director roles at Defense Metals Corp., and New Placer Dome Gold Corp. He has over 25 years experience conducting project evaluations, exploration program design, data analysis, and geological modelling, with respect to Archean and Carlin- type-gold, copper-gold-porphyry, gold-silver-epithermal, volcanic-hosted-massive-sulphide, rare-earth- element, and kimberlite-diamond deposits throughout Canada, USA, and Mexico.

Michael Waldkirch (Proposed Director)

Michael Waldkirch is a Certified Professional Accountant (CPA, CGA) with over 25 years of professional experience. Since 1998, he has led the Accounting firm of Michael Waldkirch & Company Inc., based in Vancouver, B.C. Canada, which specializes in providing accounting, tax and business consultancy services to a wide variety of public and private companies. Mr. Waldkirch has represented a wide variety of public corporations including mining, oil and gas and technology companies listed on the TSX, TSX-V, NYSE-

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American, NASDAQ and OTC-BB. Mr. Waldkirch has served as Chief Financial Officer of a number of Canadian and US listed publicly listed companies including Gold Standard Ventures Corp. and Barksdale Resources Corp. He is also currently an independent board member of US Gold Corp. (NASDAQ-USAU) Mr. Waldkirch has been directly involved in raising in excess of $300 million for public and private clients.

Tom Martin (Current Director of BHI)

Tom Martin has been fully involved in the resource industry for the last 10 years after a long professional hockey career. He is a founder and director of Provenance Gold Corp., a company with two highly prospective gold properties in the United States. Tom is also in the process of taking a Canadian company with US assets public on the NYSE. He has been closely involved with the Discovery Group of Companies and been integral in numerous capital raises and other related events in the sector. He holds directorships and advisor positions with several private companies.

Shareholder Approval

In accordance with Policy 5.2, the Company is not required to obtain the approval of its shareholders for the RTO Transaction because: (i) the RTO Transaction is not a related party transaction (and no other circumstances exist which may compromise the independence of the Company or other interested parties); (ii) the Company does not have active operations; (iii) the Company is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the Transaction; and (iv) there is no requirement to obtain shareholder approval of the Transaction (or any element thereof) under any applicable corporate or securities laws.

Sponsorship

The TSXV may require sponsorship of the RTO Transaction in accordance with its policies. The Parties intend to apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. There is no guarantee that a sponsorship exemption will be granted or that the RTO Transaction will be exempt from sponsorship.

Trading Halt

Trading in the Company's common shares is presently halted and is not expected to resume trading until completion of the RTO Transaction or until the TSXV receives the requisite documentation to resume trading.

Additional Information

The RTO Transaction is an "Arm's Length Transaction" pursuant to the policies of the TSXV. The RTO Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV.

Additional information concerning the RTO Transaction, the Parties and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by the Company in connection with the RTO Transaction and which will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (British Columbia), principal and consultant of Apex Geoscience of Edmonton, Alberta, who is a director of the Company and a `Qualified Person', as defined in NI 43-101.

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About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties.

ON BEHALF OF THE BOARD OF DIRECTORS

Craig Taylor, Director (604) 318-4053 ctagencies@hotmail.com www.rexresourcescorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Cautionary Note

Completion of the RTO Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, disinterested approval. Where applicable, the RTO Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO Transaction, any information released or received with respect to the RTO Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the RTO Transaction and has neither approved nor disapproved the contents of this news release.

All information contained in this news release with respect to the Company and BHI was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on BHI for any information concerning such party.

Forward-Looking Statements

This news release contains "forward-looking information or statements" within the meaning of applicable securities laws relating to the RTO Transaction and associated transactions, including statements regarding the terms and conditions of the RTO Transaction, and the proposed business of the Resulting Issuer. The information about BHI contained in the news release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the RTO Transaction, the name change of the Company, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate

4929-4967-0024.3 - 6 - terms of the RTO Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the RTO Transaction, any applicable private placement in connection with the RTO Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the RTO Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and BHI. The statements in this news release are made as of the date of this news release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, BHI, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the RTO Transaction will be completed or, if completed, will be successful. These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in governmental regulations, laws and regulations, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and BHI may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company and BHI believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and BHI disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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