Mr. Nader Vatanchi reports

SPEY RESOURCES CORP. OPTIONS NOVA SCOTIA PROPERTY AND PROVIDES COMPANY UPDATES

The initial closing of Spey Resources Corp.'s option agreement dated Oct. 26, 2024, previously announced in a news release dated Oct. 28, 2024, with an arm's-length optionor, occurred today. Pursuant to the option agreement, the company has the right to acquire from the optionor a 100-per-cent interest in an exploration property located adjacent to and surrounding the West Gore antimony-gold mine in central Nova Scotia, Canada, by making aggregate cash payments of $50,000 and issuing an aggregate of 750,000 common shares of the company to the optionor over an eight-month period. In connection with the initial closing, the company has issued 250,000 common shares of the company and will be making a cash payment of $25,000 to the optionor.

Debt settlement

The company also announces that it has agreed to debt settlements with certain creditors of the company pursuant to which the company intends to settle an aggregate of up to $153,500 of indebtedness through the issuance of up to 1,575,000 common shares in the capital of the company at deemed prices ranging from nine cents to 10 cents per share.

The company intends to complete the debt settlements to preserve the company's cash for working capital and improve its financial position by reducing its existing liabilities. The debt proposed to be settled is composed of various debts owed by the company to creditors, including accrued fees owing to officers and consultants of the company. The debt settlements are expected to close shortly, subject to customary closing conditions, including, but not limited to, finalizing all contractual documentation and receipt of all applicable regulatory approvals, as applicable, including compliance with the policies of the Canadian Securities Exchange.

Second tranche closing

The company also announces that it has completed a second and final tranche closing of its private placement offering by issuing an additional one million units of the company at a price of five cents per unit for aggregate gross proceeds of $50,000, and in combination with the $330,000 oversubscribed first tranche closing (see Oct. 23, 2024, news release) and this $50,000 second tranche closing, the company raised an aggregate of $380,000. The addition of this second tranche closing was due to an administrative oversight in connection with the initial closing.

Each unit consists of one common share in the capital of the company and one-half of one transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at an exercise price of six cents per share until Nov. 4, 2029.

Issuance of restricted share units

The company also announces that it has granted an aggregate of 450,000 restricted share units to certain officers of the company.

All securities issued or proposed to be issued as noted above are or will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities laws.

As part of the debt settlement, certain related parties of the company have agreed to settle an aggregate of $27,500 worth of debt owed for unpaid management and corporate secretary services in consideration for 275,000 shares. The issuance of these 275,000 shares to the related parties, each constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the shares issued to the related party does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The company will not file a material change report 21 days prior to the debt settlement because the details of such debt settlement had not been confirmed at that time.

About Spey Resources Corp.

Spey is a Canadian lithium-focused mineral exploration company which has an 80-per-cent interest in the Candela II lithium brine project located in the Incahuasi salar, Salta province, Argentina. Spey also holds a 100-per-cent interest in the Kaslo silver project, west of Kaslo, B.C., and holds an option to acquire a 100-per-cent interest to certain mineral claims in Nova Scotia.

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