The TSX Venture Exchange has accepted for filing documentation pertaining to an amended and restated share purchase agreement dated Dec. 2, 2025, between the company and American Pacific Mining Corp., whereby the company will acquire from the vendor all of the issued and outstanding shares of Constantine Metal Resources Ltd., a wholly owned subsidiary of the vendor. Constantine, through its subsidiaries, holds certain claims and leases comprising the Palmer property, located in southeastern Alaska.

Upon closing, the company has issued 13,888,888 common shares (postconsolidation) to the vendor. In addition, the vendor is entitled to two contingent milestone payments totalling $15-million: a $5-million resource milestone payment and a $10-million commercial production milestone payment. The company retains the election to satisfy these payments in cash or shares. Milestone shares issued for the resource milestone payment will be priced at the greater of the five-day volume weighted average trading price (VWAP) or a floor price of 97.5 cents (postconsolidation), with a maximum issuance capped at 5,128,205 shares. Shares issued for the commercial production milestone payment will be priced at the five-day VWAP, subject to exchange pricing rules and prior Exchange approval at the time of issuance.

The maximum number of shares issuable to the vendor will be strictly limited to ensure the vendor's beneficial ownership does not exceed 19.99 per cent of the company's issued and outstanding shares. Any shares exceeding this limit will be issued as non-transferable special warrants, which are exercisable into shares for no additional consideration, provided such exercise does not exceed the control person limit. Should the value of milestone shares fall below the dollar amount elected for payment in shares, the company is obligated to pay the difference in cash. If this make-whole payment remains unpaid after 180 days, the unpaid portion automatically converts into an unsecured obligation, bearing interest at the Bank of Canada's prime rate plus 2 per cent (with a penalty rate of prime plus 4 per cent after a further 180 days applying if the final amount or monthly interest remains unpaid).

The transaction is arm's length and the company paid $500,000 success fee to a financial adviser.

For further information, refer to the company's news releases dated Nov. 13, 2025, and Dec. 4, 2025.