Qualifying transaction -- completed/new symbol

The TSX Venture Exchange has accepted for filing the company's qualifying transaction, as described in its filing statement dated Feb. 13, 2026. As a result, at the opening on Tuesday, Feb. 24, 2026, the company will no longer be considered a capital pool company. The arm's-length qualifying transaction includes the following.

The company acquired all of the issued and outstanding securities of an arm's-length party, pursuant to an amalgamation agreement dated Nov. 25, 2025, between the company, its wholly owned subsidiary (AmalCo) and the target. The target amalgamated with AmalCo and AmalCo became a wholly owned subsidiary of the company. The company carried out a 0.656565-new-share-for-one-old-share consolidation. Pursuant to the amalgamation, outstanding shares of the target were exchanged for shares of the company on the basis of one company share for each target share formerly held, resulting in the company issuing 47,078,001 common shares and 35 million preferred shares to the former shareholders of the target.

In connection with the qualifying transaction, the target and the company completed a concurrent brokered private placement for aggregate gross proceeds of $20-million, of which $17.33-million was subscribed in the target and $2.67-million was subscribed in the company, on effectively the same terms. Subscribers to the brokered financings received, on a postconsolidation and postexchange ratio basis, 20 million subscription receipts of the company at a price of $1 per subscription receipt. At closing, each subscription receipt converted, without payment of additional consideration, into a common share of the company. Concurrent to the closing of the transaction, the company also completed a non-brokered private placement for aggregate gross proceeds of $400,000 for 400,000 common shares at $1 per common share.

In connection with the brokered financings, an aggregate of $1-million was paid in cash and 800,000 broker warrants were issued (exercisable into common shares at a price of $1 for a period of 18 months from the closing of the transaction) on a postconsolidation and postexchange ratio basis. Additionally, 250,000 common shares were issued for advisory services in relation to the transaction.

For additional information, please refer to the company's filing statement, available under the company's profile on SEDAR+, as well as the company's news releases dated Nov. 3, 2025, Nov. 26, 2025, Jan. 7, 2026, Feb. 12, 2026, Feb. 17, 2026, and Feb. 20, 2026.

Company tier reclassification

In accordance with Policy 2.5, the company has met the requirements for a Tier 1 company. Therefore, effective at the market open on Feb. 24, 2026, the company's tier classification will change from Tier 2 to Tier 1 -- mining issuer.