File: Attachment News - Rex Resources - Update to BHI Transaction (May 19 2026).pdf

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

TSX-V: OWN

Rex Resources Provides update to Transaction with Bathurst Holdings

News Release May 19, 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") announce that the Parties have executed an amendment to the definitive agreement (the "Definitive Agreement") (as announced on January 14, 2026) to extend the closing date of the reverse takeover transaction (the "RTO Transaction") to no later than September 30, 2026 and to remove the 2% net smelter returns royalty on BHI's proposed projects. All other terms of the Definitive Agreement remain in full force and effect and unamended.

BHI 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.

Rex will diligently work together towards completing the RTO Transaction and making all necessary submissions and filings in connection with the RTO Transaction, as soon as BHI receives approval from the Government of New Brunswick to complete the acquisition of the Stratmat and Halfmile projects.

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 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.

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

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. - 2 -

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 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. - 3 -