Mr. Sean McGrath reports

SUPERNOVA REACHES DEFINITIVE AGREEMENT TO ACQUIRE INTEREST IN NAMLITH RESOURCES

Supernova Metals Corp. has entered into a definitive share exchange agreement dated Jan. 3, 2025, with NamLith Resources Corp., a privately held arm's-length company established under the laws of Seychelles, and each of the shareholders of NamLith. Pursuant to the terms of the exchange agreement, the company proposes to acquire all of the outstanding share capital of NamLith.

NamLith controls a 12.5-per-cent equity interest in Westoil Ltd., also a privately held company established under the laws of Seychelles, which itself controls a 70-per-cent interest in petroleum exploration licence 107, located offshore of Namibia in the Orange basin. The acquisition of NamLith will provide the company with an interest in an additional exploration-stage project in the energy sector in a highly prospective region.

Transaction summary

Pursuant to the terms of the exchange agreement, the company proposes to acquire all of the issued and outstanding share capital of NamLith in consideration for the issuance of an aggregate of 15 million common shares to the existing shareholders of NamLith. The consideration shares are not expected to be subject to restrictions on resale.

The company is at arm's length from NamLith, and each of its shareholders, as well as Westoil. The transaction will not constitute a fundamental change for the company and will not result in a change of control of the company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). No changes to the board of directors or management of the company are anticipated in connection with the completion of the transaction. No finder's fee is payable in connection with completion of the transaction.

The completion of the transaction remains subject to a number of conditions, including NamLith having outstanding liabilities which do not exceed $50,000 (U.S.) at the time of closing, receipt of any required regulatory approvals, and delivery of customary closing documents.

We seek Safe Harbor.