Author: GlobeNewswire

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This news release constitutes a “designated news release” for the purposes of CAPREIT’s prospectus supplement dated February 22, 2024, to its short form base shelf prospectus dated May 9, 2023.

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TORONTO, Dec. 16, 2024 (GLOBE NEWSWIRE) — Canadian Apartment Properties Real Estate Investment Trust (“CAPREIT”) (TSX:CAR.UN) announced today that is has completed, in part, its previously announced sale of its manufactured home community (“MHC”) portfolio, which now operates as Compass Communities. CAPREIT has completed the disposition of 11,605 residential lots for a gross purchase price of $715.0 million (all amounts disclosed herein exclude transaction costs and other customary adjustments). The purchase price was partially satisfied through an interest-only vendor take-back loan of $140.0 million, bearing interest at a rate of 3.0% per annum for a five-year term, with $575.0 million satisfied in cash. The sale of the remaining 533 lots is expected to be completed in the first quarter of 2025 for a gross purchase price of $25.0 million, to be satisfied in cash.

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CAPREIT also announced that certain subsidiaries of European Residential Real Estate Investment Trust (TSX:ERE.UN) (“ERES”) completed its previously announced sale of 3,179 residential suites in the Netherlands for aggregate proceeds, net of certain adjustments, of approximately $1.1 billion (presented in Canadian dollars based on a Euro foreign exchange rate of 1.49 on December 13, 2024, applicable throughout this press release). ERES also declared a special cash distribution of an estimated $1.49 per ERES Unit and ERES Limited Partnership exchangeable Class B LP Unit (together, the “ERES Units”), payable to holders of the ERES Units of record at the close of business on December 23, 2024, with payment on December 31, 2024 (the “ERES
Special Distribution”). Based on CAPREIT’s effective interest in ERES of approximately 65%, CAPREIT expects to receive approximately $227 million from the ERES Special Distribution. Further details have been provided by ERES in its press release dated December 16, 2024.

CAPREIT intends to utilize the net proceeds from the sale of its MHC sites and the ERES Special Distribution: (1) to repay certain amounts drawn on its revolving credit facility; (2) to fund future acquisitions of on-strategy rental properties in Canada; and (3) for general business purposes, which may include capital expenditures, debt repayment and the repurchase of CAPREIT’s Trust Units under its normal course issuer bid.

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CAPREIT Special Distribution

CAPREIT further announced that it has declared a special non-cash distribution of $1.18 per Unit, payable in Units of CAPREIT (the “Additional Units”) on December 31, 2024 to Unitholders of record at the close of business on December 31, 2024 (the “CAPREIT
Special Distribution”). The CAPREIT Special Distribution is principally being made to distribute to Unitholders a portion of the net capital gains of CAPREIT realized during the twelve-month period ending December 31, 2024, and will therefore be in the form of a capital gain to Unitholders for Canadian income tax purposes.

Taxable Canadian-resident Unitholders will generally be required to include their proportionate share of CAPREIT’s income and net taxable capital gain, as allocated and designated by CAPREIT, in computing their respective income for the tax year that includes the year end of CAPREIT (i.e., December 31, 2024).

The non-cash CAPREIT Special Distribution will be paid at the close of business on December 31, 2024 through the issuance of the Additional Units. The number of Additional Units to be issued will be based on the dollar amount of the CAPREIT Special Distribution divided by the closing price of the Units on the Toronto Stock Exchange on December 31, 2024.

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Immediately after the payment of the CAPREIT Special Distribution, the issued and outstanding Units of CAPREIT will be consolidated such that the aggregate number of issued and outstanding Units will be the same as immediately before the CAPREIT Special Distribution. For Unitholders who are residents of Canada for Canadian federal income tax purposes, the amount of the CAPREIT Special Distribution will increase the adjusted cost base of Unitholders’ consolidated Units. Unitholders who are not resident in Canada for Canadian federal income tax purposes may be subject to applicable withholding taxes in connection with the payment of the CAPREIT Special Distribution.

CAPREIT cautions that the foregoing comments are not intended to be, and should not be construed as, legal or tax advice to any Unitholder. CAPREIT recommends that Unitholders consult their own tax advisors regarding the income tax consequences to them of this anticipated CAPREIT Special Distribution and related Unit consolidation.

December 2024 Monthly Distribution

CAPREIT announced today its December 2024 monthly distribution in the amount of $0.125 per Unit (or $1.50 on an annualized basis). The December 2024 distribution will be payable on January 15, 2025 to Unitholders of record at the close of business on December 31, 2024.

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ABOUT CAPREIT
CAPREIT is Canada’s largest publicly traded provider of quality rental housing. As at September 30, 2024, CAPREIT owns approximately 63,400 residential apartment suites, townhomes and manufactured home community sites, including approximately 15,400 suites and sites classified as assets held for sale, that are well-located across Canada and the Netherlands, with a total fair value of approximately $16.9 billion, including approximately $1.9 billion of assets held for sale. For more information about CAPREIT, its business and its investment highlights, please visit our website at www.capreit.ca and our public disclosure which can be found under our profile at www.sedarplus.ca.
                
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release constitute forward-looking statements within the meaning of applicable Canadian securities laws which reflect CAPREIT’s current expectations and projections about future results. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “consider”, “should”, “plans”, “predict”, “estimate”, “forward”, “potential”, “could”, “likely”, “approximately”, “scheduled”, “forecast”, “variation” or “continue”, or similar expressions suggesting future outcomes or events. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Any number of factors could cause actual results to differ materially from these forward-looking statements. Although CAPREIT believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect, including with regards to the expected completion and timing of the pending transactions, the intended use of proceeds from the transactions, the ERES Special Distribution and timing of payment, and the CAPREIT Special Distribution and timing of payment. Accordingly, readers should not place undue reliance on forward-looking statements.

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Forward looking statements in this press release are subject to certain risks and uncertainties, many of which are beyond CAPREIT’s control, which could result in actual results differing materially from these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties described under the heading “Risks and Uncertainties” in CAPREIT’s 2023 Annual Report and under the heading “Risk Factors” in CAPREIT’s Annual Information Form for the year ended December 31, 2023, each of which is available under CAPREIT’s profile on SEDAR+ at www.sedarplus.ca.

Except as specifically required by applicable Canadian securities law, CAPREIT does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. These forward-looking statements should not be relied upon as representing CAPREIT’s views as of any date subsequent to the date of this press release.

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TORONTO, Dec. 16, 2024 (GLOBE NEWSWIRE) — Electrovaya Inc. (“Electrovaya” or the “Company”) (NASDAQ: ELVA; TSX: ELVA), a leading lithium-ion battery technology and manufacturing company, is pleased to announce that the Company is commencing an underwritten public offering (the “Offering”) of its common shares (the “Common Shares”). All of the shares are being offered by the Company.

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The shares will be offered in the United States pursuant to a shelf registration statement (including a prospectus supplement thereto) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on September 25, 2024 in accordance with the Multijurisdictional Disclosure System established between Canada and the United States, and will be qualified for distribution in the provinces and territories of Canada by way of a prospectus supplement to the Company’s base shelf prospectus dated September 17, 2024, provided that no securities will be sold in the Province of Québec.

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Roth Capital Partners, Raymond James Ltd. and Craig-Hallum Capital Group LLC are acting as the co-lead book-running managers for the proposed Offering.

The Company intends to use the net proceeds from the Offering to satisfy the cash collateral conditions for the loan approved by the Export-Import Bank of the United States announced by the Company on November 14, 2024, repayment of amounts under the Company’s existing working capital facility in advance of proposed bank refinancing and for the costs of such financing, and satisfaction of certain outstanding amounts in connection with the purchase of the Company’s Jamestown, New York manufacturing facility.

The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to customary closing conditions, including the listing of the Common Shares on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market (“NASDAQ”) and any required approvals of TSX and NASDAQ.

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A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov and the prospectus supplement filed in Canada will be available on the Company’s profile on the SEDAR+ website at www.sedarplus.ca. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the Offering, when available, may also be obtained by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660 by phone at (800)-678-9147 or e-mail at rothecm@roth.com. Prospective investors should read the preliminary prospectus supplement and accompanying prospectus relating to the Offering, and the base shelf prospectus and the other documents the Company has filed before making an investment decision.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

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Investor and Media Contact: 

Jason Roy
VP, Corporate Development and Investor Relations
Electrovaya Inc.
905-855-4618 / jroy@electrovaya.com

About Electrovaya Inc.

Electrovaya Inc. (NASDAQ:ELVA) (TSX:ELVA) is a pioneering leader in the global energy transformation, focused on contributing to the prevention of climate change by supplying safe and long-lasting lithium-ion batteries without compromising energy and power. The Company has extensive IP and designs, develops and manufactures proprietary lithium-ion batteries, battery systems, and battery-related products for energy storage, clean electric transportation, and other specialized applications. Electrovaya has two operating sites in Canada and a 52-acre site with a 135,000 square foot manufacturing facility in Jamestown New York state for its planned gigafactory. To learn more about how Electrovaya is powering mobility and energy storage, please explore www.electrovaya.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the intention to complete the Offering and the anticipated use of proceeds from the Offering. Forward-looking statements can generally, but not always, be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, “possible”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “objective” and “continue” (or the negative thereof) and words and expressions of similar import. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements are necessarily based on assumptions, and involve risks and uncertainties, therefore undue reliance should not be placed on such statements. Material assumptions on which forward-looking statements in this news release include assumptions about the ability to profitably market the Common Shares. Material risks and other factors that could cause actual results to differ from any forward-looking statement market conditions and other risks that may be found in the prospectus supplement and base shelf prospectus filed in connection with the Offering, including those risks described under the heading “Risk Factors”, and the documents incorporated by referenced therein. The Company does not undertake any obligation to update publicly or to revise any of the forward looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law.

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ROUYN-NORANDA, Quebec, Dec. 16, 2024 (GLOBE NEWSWIRE) — Radisson Mining Resources Inc. (TSX-V: RDS, OTCQB: RMRDF) (“Radisson” or the “Company”) is pleased to announce results from an important diamond drill hole at its 100%-owned O’Brien Gold Project (“O’Brien” or the “Project”) located in the Abitibi region of Québec.

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OB-24-337 is an exploratory hole drilled to a depth of 1,700 metres, the deepest hole ever drilled at the Project and the first hole drilled directly below the historic O’Brien Mine workings. At approximately 1,500 metres vertical depth it intersected sheared and mineralized rocks of the Piché Group, the dominant host rocks for O’Brien gold mineralization, and returned 242.0 g/t gold (“Au”) over 1.0 metre within a mineralized interval that averaged 31.24 g/t Au over 8.0 metres.

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Matt Manson, President and CEO, commented: “Following our “Jewellery Box” re-discovery news of December 9, 2024, we are taking the unusual step of releasing assays from another single drill hole today because of its particular significance to the future of the O’Brien Gold Project. Hole OB-24-337 was intended to be a pilot hole testing whether the Project’s host geology extended below the historic mine and to be a platform for future wedging and directional drilling. The fact that this hole intersected mineralization and visible gold at such a high grade greatly exceeded our expectations. Recall that approximately 75% of our existing Mineral Resource is defined at depths above 600 metres. On September 24^th we announced that drill hole OB-24-324 had intersected 27.61 g/t Au over 6.0 metres at 1,100 metres vertical depth. Now, we have new gold mineralization in a classic O’Brien setting at 1,500 metres vertical depth, a full 500 metres below the deepest workings of the old mine. It is clear that O’Brien gold mineralization is extensive at depth, implying significant future upside potential for the Project.”

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Figure 1: Visible Gold in Drill Hole OB-24-337

Figure 2: Long Section in Oblique View of Gold Vein Mineralization and Mineral Resources at the O’Brien Gold Project, with Drill Hole OB-337 and Other Recent Deep Drill Holes Illustrated.

Table 1: Detailed Assay Results from Drill Hole OB-24-337

Notes on Calculation of Drill Intercepts:
The O’Brien Gold Project March 2023 Mineral Resource Estimate (“MRE”) utilizes a 4.50 g/t Au bottom cutoff, a US$1600 gold price, a minimum mining width of 1.2 metres, and a 40 g/t Au upper cap on composites. Intercepts from drill hole OB-24-337 presented in Table 1 are calculated with a 1.00 g/t bottom cut-off over a minimum 1.0 metre core length so as to illustrate the frequency and continuity of mineralized intervals within which high-grade gold veins at O’Brien are developed. Intercepts presented in the deep drill hole compilation in Table 2 are calculated with a 3.00 g/t Au bottom cut-off, representing the lower limit of cut-off sensitivity presented in the March 2023 Mineral Resource Estimate. Sample grades are uncapped. True widths, based on depth of intercept and drill hole inclination, are estimated to be 30-70% of core length. Lithology Codes: PON-S3: Pontiac Sediments; V3-S, V3-N, V3-CEN: Basalt-South, North, Central; S1P, S3P: Conglomerate; POR-S, POR-N: Porphyry South, North; TX: Crystal Tuff; ZFLLC: Larder Lake-Cadillac Fault Zone

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Table 2: Compilation of All Deep Drill Holes Recently Published (see Radisson News Releases Dated September 24, 2024 and October 30, 2024. See “Notes on Calculation of Drill Intercepts”)

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Notes
Deep Drill Holes OB-24-321 and OB-24 324W2 did not return any intercepts >3 g/t Au

Figure 3: Cross Section of the Historic O’Brien Mine Locating Drill Hole OB-24-337

Recent Deep Drilling Results

Today’s results from deep drill hole OB-24-337 are from the third batch of drill results released since September that have shown high grade O’Brien gold mineralization within Piché Group rocks well below the base of the existing Mineral Resource Estimate (“MRE”). Seven deep drill holes or drill hole wedges have been completed since this time. Six of the seven returned instances of visible gold and five of the seven returned drill intercepts well above the Project’s grade cutoff in the March 2023 MRE. The holes were drilled at northerly declinations with initial inclinations of between -65 and -85 degrees, followed by angling to provide a high angle of incidence with the southerly dip of the Piché Group rocks and vein mineralization. Estimated true widths of drill intercepts at the point of contact with mineralization is estimated to be 30-70% of core length.

Deep drill results since September 2024, summarized in Table 2, have now included:

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• OB-24-322 with 8.75 g/t Au over 5.2 metres, including 27.20 g/t Au over 1.0 metre;
• OB-24-324 with 27.61 g/t Au over 6.0 metres, including 102.0 over 1.0 metre, and 6.83 g/t Au over 10.0 metres including 40.20 g/t Au over 1.0 metre;
• OB-24-324W1 with 5.48 g/t Au over 12.4 metres, including 12.10 g/t Au over 4.0 metres;

and now:

• OB-24-337 with 31.24 g/t Au over 8 metres including 242.0 g/t Au over 1.0 metre;

The frequency and grade of intercepts returned by these deep drill holes, as well as the observed host geology, its deformation, the style of alteration, and the mineralogical association of the gold mineralization, are all familiar from the historical O’Brien mine and consistent with the modern geological model developed at shallower depths. The implication is that characteristic O’Brien style gold mineralization is extensive at depth, well below the level of the historic mine workings and the current MRE.

Gold Mineralization at O’Brien

Gold mineralizing quartz-sulphide veins at O’Brien occur within a thin band of interlayered mafic volcanic rocks, conglomerates, and porphyric andesitic sills of the Piché Group occurring in contact with the east-west oriented Larder Lake-Cadillac Break (“LLCB”). Gold, along with pyrite and arsenopyrite, is typically associated with shearing and a pervasive biotite alteration, and developed within multiple Piché Group lithologies and, occasionally, the hanging-wall Pontiac and footwall Cadillac meta-sedimentary rocks.

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As mapped at the historic O’Brien mine, and now replicated in the modern drilling, individual veins are generally narrow, ranging from several centimetres up to several metres in thickness. Multiple veins occur sub-parallel to each other, as well as sub-parallel to the Piché lithologies and the LLCB. Individual veins have well-established lateral continuity, with near-vertical, high-grade shoots developed over significant lengths. The historic O’Brien mine produced over half a million ounces of gold from such veins and shoots at an average grade exceeding 15 g/t and over a vertical extent of at least 1,000 metres.

Based on drilling complete to the end of 2022, the Project has estimated Indicated Mineral Resources of 0.50 million ounces (1.52 million tonnes at 10.26 g/t Au), with additional Inferred Mineral Resources of 0.45 million ounces (1.60 million tonnes at 8.66 g/t Au). Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Current exploration is focussed on delineating well developed vein mineralization to the east of the historic mine, with additional high-grade shoots becoming evident in the exploration data over what has been described as a series of repeating trends (“Trend #s 0 to 5”).

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Table 3: Drill Hole Collar Information for Holes contained in this News Release

QA/QC

All drill cores in this campaign are NQ in size. Assays were completed on sawn half-cores, with the second half kept for future reference. The samples were analyzed using standard fire assay procedures with Atomic Absorption (AA) finish at ALS Laboratory Ltd, in Val-d’Or, Quebec. Samples yielding a grade higher than 10 g/t Au were analyzed a second time by fire assay with gravimetric finish at the same laboratory. Mineralized zones containing visible gold were analyzed with metallic sieve procedure. Standard reference materials, blank samples and duplicates were inserted prior to shipment for quality assurance and quality control (QA/QC) program.

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Qualified Person 

Disclosure of a scientific or technical nature in this news release was prepared under the supervision of Mr. Richard Nieminen, P.Geo, (QC), a geological consultant for Radisson and a Qualified Person for purposes of NI 43-101. Mr. Nieminen is independent of Radisson and the O’Brien Gold Project.

Radisson Mining Resources Inc.

Radisson is a gold exploration company focused on its 100% owned O’Brien Gold Project, located in the Bousquet-Cadillac mining camp along the world-renowned Larder-Lake-Cadillac Break in Abitibi, Québec. The Bousquet-Cadillac mining camp has produced over 25 million ounces of gold over the last 100 years. The Project hosts the former O’Brien Mine, considered to have been Québec’s highest-grade gold producer during its production. Indicated Mineral Resources are estimated at 0.50 million ounces (1.52 million tonnes at 10.26 g/t Au), with additional Inferred Mineral Resources estimated at 0.45 million ounces (1.60 million tonnes at 8.66 g/t Au). Please see the NI 43-101 “Technical Report on the O’Brien Project, Northwestern Québec, Canada” effective March 2, 2023, Radisson’s Annual Information Form for the year ended December 31, 2023 and other filings made with Canadian securities regulatory authorities available at www.sedar.com for further details and assumptions relating to the O’Brien Gold Project.

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For more information on Radisson, visit our website at www.radissonmining.com or contact:

Matt Manson
President and CEO
416.618.5885
mmanson@radissonmining.com

Kristina Pillon
Manager, Investor Relations
604.908.1695
kpillon@radissonmining.com

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Forward-looking statements including, but are not limited to, statements with respect to planned and ongoing drilling, the significance of drill results, the ability to continue drilling, the impact of drilling on the definition of any resource, the ability to incorporate new drilling in an updated technical report and resource modelling, the Company’s ability to grow the O’Brien project and the ability to convert inferred mineral resources to indicated mineral resources. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements Forward-looking information is based on estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the drill results at O’Brien; the significance of drill results; the ability of drill results to accurately predict mineralization; the ability of any material to be mined in a matter that is economic. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company believes that this forward-looking information is based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. These statements speak only as of the date of this news release.

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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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Three photos accompanying this announcement are available at: 

https://www.globenewswire.com/NewsRoom/AttachmentNg/0e6a2706-2f60-4445-ae2b-5dfbbcd3f8d7

https://www.globenewswire.com/NewsRoom/AttachmentNg/49406a2a-8bd9-453e-953c-377a7b7cf998

https://www.globenewswire.com/NewsRoom/AttachmentNg/17ed224a-1829-4499-8f05-f18a2de42b6f

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Reykjavik, Dec. 16, 2024 (GLOBE NEWSWIRE) — THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN THIS ANNOUNCEMENT.

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE ACT NO 60/2021 ON MEASURES AGAINST MARKET ABUSE AND ASSIMILATED REGULATION NO 596/ 2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Amaroq Minerals Ltd.

(“Amaroq” or the “Company”)

Update to Fundraising Settlement

TORONTO, ONTARIO – 16 December 2024 – Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland: AMRQ), an independent mining company with a substantial land package of gold and strategic mineral assets in Southern Greenland, today announces that due to a slight delay in the receipt of funds from one subscriber, the closing of its Fundraising, settlement and admission of the 32,034,664 common shares of the Company in relation to the UK Placing, Icelandic Placing and Canadian Subscription, as detailed in the announcements on the 3 and 4 December 2024, is now expected to occur on 17 December 2024.

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Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company’s Fundraising announcement dated 3 December 2024.

Enquiries:

Amaroq Minerals Ltd.        
Eldur Olafsson, Executive Director and CEO
eo@amaroqminerals.com

Eddie Wyvill, Corporate Development        
+44 (0)7713 126727
ew@amaroqminerals.com

Panmure Liberum Limited (Nominated Adviser, Joint Bookrunner and Corporate Broker)
Scott Mathieson
Nikhil Varghese
Kieron Hodgson
Josh Moss
+44 (0) 20 7886 2500

Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker)
James Asensio
Harry Rees
George Grainger
+44 (0) 20 7523 8000

Landsbankinn hf. (Joint Bookrunner and Underwriter)
Björn Hákonarson
Sigurður Kári Tryggvason
+354 410 4000

Acro verðbréf hf. (Joint Bookrunner)
Hannes Árdal
Þorbjörn Atli Sveinsson
+354 532 8000

Fossar Investment Bank hf. (Joint Bookrunner)
Steingrímur Arnar Finnsson
Kristín Alexandra Gísladóttir
+354 522 4000

Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980

IMPORTANT NOTICES

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain an invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

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This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, The Republic of South Africa (“South Africa”), Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the “United States”)), Iceland, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Iceland, Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case may be). No public offering of securities is being made in the United States, Iceland, Australia, Canada, South Africa, Japan or elsewhere.

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No action has been taken by the Company, Panmure Liberum, Canaccord, Landsbankinn, Acro, Fossar or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, consultants, advisers and/or agents (collectively, “Representatives”) that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement, as it relates to the UK Placing, is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors (“EEA Qualified Investors”), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”); or (b) if in the United Kingdom, persons who are qualified investors (“UK Qualified Investors”), being persons falling within the meaning of Article 2(e) of assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “UK Prospectus Regulation”), and who are (i) persons falling within the definition of “investment professional” in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) together being referred to as “Relevant Persons”).

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The Fundraising Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The Fundraising Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.

For the attention of residents of Australia: This Announcement is not a prospectus or product disclosure statement or otherwise a disclosure document for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act 2001 (Cth) (“Corporations Act”) and does not constitute an offer, or an invitation to purchase or subscribe for the Fundraising Shares offered by this Announcement except to the extent that such an offer or invitation would be permitted under Chapter 6D or Part 7.9 of the Corporations Act without the need for a lodged prospectus or product disclosure statement. In addition, for a period of 12 months from the date of issue of the Fundraising Shares, no transfer of any interest in the Fundraising Shares may be made to any person in Australia except to “sophisticated investors” or “professional investors” within the meaning of sections 708(8) and (11) of the Corporations Act or otherwise in accordance with section 707(3) of the Corporations Act.

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No other person should act on or rely on this Announcement as it relates to the UK Placing and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Fundraising relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the UK Placing or the Fundraising, unless applicable in relation to admission to trading in Iceland and no such prospectus is required (in accordance with either the EU Prospectus Regulation for the purpose of the offer or sale of the Common Shares, the UK Prospectus Regulation or Canadian securities laws) to be published. The offering as it relates to the Icelandic Placing is subject to the exemptions from the obligation to publish a prospectus provided for in Articles 1(4)(a) and 1(4)(b) of the EU Prospectus Regulation.

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Panmure Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement. The responsibilities of Panmure Liberum, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Panmure Liberum as to, and no liability whatsoever is accepted by Panmure Liberum in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

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Canaccord, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement.

Acro, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Placees may however be customers of Acro.

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Fossar, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Placees may however be customers of Fossar.

Landsbankinn, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement. Some Icelandic Placees may however be customers of Landsbankinn.

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This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar (apart from in the case of Panmure Liberum and Canaccord the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (“FSMA”) or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the UK Placing Shares, the UK Placing, the Common Shares or any part of the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Liberum, Canaccord, Landsbankinn, Acro and/or Fossar and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

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The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is not authorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor’s options with respect to the UK Placing or any part of the Fundraising. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the UK Placing Shares or the Common Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

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Any indication in this Announcement of the price at which the Company’s shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Fundraising Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Fundraising Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, the TSX-V and the Icelandic Exchange.

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Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This Announcement includes statements that are, or may be deemed to be, “forward-looking statements”. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aims”, “anticipates”, “believes”, “could”, “envisages”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should”, “targets” or “will” or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and factors which are beyond the Company’s control. The actual results, performance or achievements of the Company or developments in the industry in which the Company operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this Announcement. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this Announcement, except as required in order to comply with its legal and regulatory obligations.

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VANCOUVER, British Columbia, Dec. 13, 2024 (GLOBE NEWSWIRE) — FIREWEED METALS CORP. (“Fireweed” or the “Company”) (TSXV: FWZ; OTCQX: FWEDF) is pleased to announce it has been awarded US$15.8 M (~C$22.5 M) from the U.S. Department of Defense and up to C$12.9 M from the Government of Canada in support of its critical minerals projects at Macmillan Pass, Yukon Territory.

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Highlights

• Fireweed has been awarded US$15.8M (~C$22.5 M) from the U.S. Department of Defense under Title III of the Defense Production Act of 1950
  (“DPA Title III”) to advance its 100%-owned Mactung tungsten project toward a final investment decision.
• Fireweed will also receive up to C$12.9 M from the Government of Canada, pending final due diligence, through the Critical Minerals Infrastructure Fund (“CMIF”) to lead planning for road and power infrastructure supporting Fireweed’s critical mineral assets at Macmillan Pass, Yukon Territory.
• With this funding, Fireweed’s team will advance its Mactung tungsten project to a final investment decision, while concurrently leading the planning for improvements to regional infrastructure (road and power) that serve the entire critical mineral district at Macmillan Pass.

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CEO Statement

Peter Hemstead, President and CEO, commented: “The coordinated investments by the United States and Canadian governments underscore the critical importance and strategic value of Fireweed’s mineral assets at Macmillan Pass. This joint announcement is a testament to the determination of both governments to unlock this new critical minerals district in Canada. In the coming months and years, our team will work to ensure our projects and the enabling infrastructure move forward in a way that respects rights-holders, provides benefits to communities in the region, and demonstrates how critical minerals can be developed responsibly.”

Adam Lundin Statement

Adam Lundin, Fireweed’s Strategic Advisor, stated: “The emerging critical minerals district at Macmillan Pass is a profound opportunity to address key supply chain vulnerabilities of the North American industrial base. These investments are significant milestones on the path to advancing both Macpass and Mactung projects toward development.”

Statement from the Honorable Jonathan Wilkinson, Canada’s Minister of Energy and Natural Resources

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The Honorable Jonathan Wilkinson, Canada’s Minister of Energy and Natural Resources, stated: “Canada is positioning itself as a global supplier of responsibly sourced critical minerals, which are increasingly in demand for the clean and digital economy as well as for defence applications. The Fireweed project will develop the necessary energy infrastructure to power multiple critical minerals mines and communities with clean energy. These investments by Canada and the United States build on our long history of friendship and collaboration, complement the region’s deep expertise in mining, create good jobs in the Yukon and advance economic growth, now and into the future.”

A Critical Minerals District at Macmillan Pass

Macmillan Pass is an emerging critical minerals district (the “Macpass District”), with two immediately-adjacent, best-in-class critical mineral projects being advanced by Fireweed. The Macpass Project (“Macpass”) is a district-scale collection of high-grade zinc deposits, forming one of the largest undeveloped zinc resources globally, while also containing the world’s largest known accumulation of germanium and gallium^1,2. The Mactung Project (“Mactung”) is the world’s largest, high-grade tungsten deposit^1,3, with sufficient mineral resources to potentially supply North America’s expected tungsten demand for decades.

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Macmillan Pass and the North Canol Road (the district’s primary overland access) are located within Kaska Nation Traditional Territory and the Traditional Territory of the First Nation of Na-Cho Nyӓk Dun. The Mactung access road passes through the Sahtú Settlement Area (Tulı́tʼa District in the Northwest Territories), which include both First Nations and Métis communities.

US Government Funding to Advance the Mactung Tungsten Project

Fireweed has been awarded US$15.8 M (~C$22.5 M) by the U.S. Department of Defense under DPA Title III to advance its 100%-owned Mactung tungsten project toward a final investment decision.

The objective of the DPA Title III funding is to progress Mactung to a final investment decision, a precursor to project construction and subsequent production of domestic tungsten concentrates for the North American industrial base. The award will support an expansive, Fireweed team-led program that includes mine design optimization, geotechnical investigations, and metallurgical test programs, culminating in the development of a new feasibility study. A range of environmental studies will be undertaken, supporting the pursuit of licenses and permits necessary to construct Mactung.

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The program builds on extensive past drilling at Mactung and an updated 2023 mineral resource estimate that supersedes a historical 2009 Feasibility Study. The project also benefits from a positive environmental assessment decision issued in 2014 by Yukon and Canadian Federal regulators.

The DPA Title III award is non-dilutive to Fireweed shareholders and no commercial covenants are included in the award conditions that would impair Fireweed’s current business nor its future sale of tungsten concentrates to the industrial base. Fireweed’s own management team will lead the work and periodically report progress to administrators of the award.

Canadian Government Funding to Advance the “North Canol Infrastructure Improvement Project”

Fireweed will also receive up to C$12.9 M, pending final due diligence, from the Government of Canada through the Critical Minerals Infrastructure Fund (“CMIF”) to lead planning efforts for infrastructure improvements that would serve the critical minerals district at Macmillan Pass.

The CMIF funding will support Fireweed’s implementation of the first phase (Phase I) of the “North Canol Infrastructure Improvement Project” (“NCIIP”), which includes developing preliminary designs for approximately 250 kilometers of road improvements, as well as upgrades to an existing transmission line between Faro and Ross River, and the construction of a new transmission line from Ross River to Macmillan Pass. The effort also includes seeking the consent of local Indigenous groups, completing necessary environmental assessment processes and facilitating multi-party project agreements necessary to advance NCIIP toward construction (Phase II).

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Fireweed anticipates NCIIP Phase II to be advanced through a collaboration of government, Indigenous groups and industry. Funding sources for NCIIP construction have yet to be determined but will likely involve ‘stacking’ a range of new and existing funding sources, potentially including previously announced Yukon Resource Gateway funding.

Qualified Person Statement

Technical information in this news release has been approved by Fireweed Metals VP Geology, Jack Milton, Ph.D., P.Geo. (BC), a ‘Qualified Person’ as defined under National Instrument 43-101. Dr. Milton is not independent of Fireweed for purposes of NI 43-101.

About Fireweed Metals Corp. (TSXV: FWZ; OTCQX: FWEDF; FSE:M0G): Fireweed Metals Corp. is an exploration company unlocking significant value in a new critical metals district located in the Yukon, Canada. Fireweed is 100% owner of the Macpass District, a large and highly prospective 977 km² land package. The Macpass District includes the Macpass zinc-lead-silver (germanium-gallium) project and the Mactung tungsten project, both characterized by meaningful size, grade and opportunity. At Macpass, Fireweed owns one of the largest undeveloped zinc resources worldwide^1,2, in a region with enormous exploration upside potential. The Mactung project is a strategic critical metals asset that hosts the world’s largest high-grade tungsten resource^1,3 – a potential long-term supply of tungsten for North America. A Lundin Group company, Fireweed is strongly positioned to create meaningful value.

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In Canada, Fireweed (TSXV: FWZ) trades on the TSX Venture Exchange. In the USA, Fireweed (OTCQX: FWEDF) trades on the OTCQX Best Market for early stage and developing U.S. and international companies and is DTC eligible for enhanced electronic clearing and settlement. Investors can find Real-Time quotes and market information for the Company on www.otcmarkets.com. In Europe, Fireweed (FSE: M0G) trades on the Frankfurt Stock Exchange.

Additional information about Fireweed and its projects can be found on the Company’s website at FireweedMetals.com and at www.sedarplus.com.

ON BEHALF OF FIREWEED METALS CORP.

“Peter Hemstead”
President & CEO, and Director

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 release.

Cautionary Statements

Forward Looking Statements

This news release contains “forward-looking” statements and information (“forward-looking statements”). All statements, other than statements of historical facts, included herein, including, without limitation, statements relating to receipt of the DPA Title III award, use of proceeds of the DPA Title III award, receipt of CMIF award and the actual amount thereof, the use of proceeds of the CMIF award (including leading planning efforts relating to road improvements and transmission line construction and upgrades), pursuit of necessary licencing and permits and/or environmental assessment processes, seeking the consent of local Indigenous groups, the making of a final investment decision with respect to Mactung, interpretation of drill results, targets for exploration, potential extensions of mineralized zones, future work plans, and the potential of the Company’s projects, are forward looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management and reflect the beliefs, opinions, and projections on the date the statements are made. Forward-looking statements involve various risks and uncertainties and accordingly, readers are advised not to place undue reliance on forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include but are not limited to, exploration and development risks, unanticipated reclamation expenses, expenditure and financing requirements, general economic conditions, changes in financial markets, changes in the Company’s work programs, the ability to properly and efficiently staff the Company’s operations, the sufficiency of working capital and funding for continued operations, title matters, First Nations and local Indigenous group relations, operating hazards, political and economic factors, competitive factors, metal prices, relationships with vendors and strategic partners, governmental regulations and oversight, permitting, seasonality and weather, present and future infrastructure capacities, technological change, industry practices, uncertainties involved in the interpretation of drilling results and laboratory tests, and one-time events. The Company assumes no obligation to update forward‐looking statements or beliefs, opinions, projections or other factors, except as required by law.

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Footnotes and References

¹ References to relative size, grade, and metal content of the Mactung resources and Macpass resources in comparison to other tungsten, zinc, gallium, and germanium deposits elsewhere in the world, respectively, are based on review of the Standard & Poor’s Global Market Intelligence Capital IQ database.

² For Tom, Jason, End Zone, and Boundary Zone Mineral Resources, see the technical report filed on https://www.sedarplus.ca/ October 18, 2024, entitled “Technical Report for NI 43-101, Macpass Project, Yukon, Canada”. The effective date of the Mineral Resource is September 4, 2024. SLR Managing Principal Resource Geologist, Pierre Landry, P.Geo. (BC) is a ‘Qualified Person’ as defined under NI 43-101. Mr. Landry is considered to be “independent” of the Company for purposes of NI 43-101. Mr. Landry, of SLR, is responsible for the Macpass Mineral Resource Estimate.

³ For Mactung Mineral Resources, see Fireweed news release dated June 13, 2023 “Fireweed Metals Announces Mineral Resources for the Mactung Project: the Largest High-Grade Tungsten Deposit in the World” and the technical report entitled “NI 43-101 Technical Report, Mactung Project, Yukon Territory, Canada,” with effective date July 28, 2023 filed on https://www.sedarplus.ca/. Garth Kirkham, P.Geo. is considered independent of the Company, and a ‘Qualified Person’ as defined under NI 43-101. Garth Kirkham, of Kirkham Geosystems Limited., is responsible for the Mactung Mineral Resource Estimate.

Contact: Peter Hemstead
Phone: +1 (604) 689-7842

Email:

info@fireweedmetals.com

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TORONTO, Dec. 13, 2024 (GLOBE NEWSWIRE) — Troilus Gold Corp. (TSX: TLG; OTCQB: CHXMF) (“Troilus” or the “Company”) is pleased to report the results of its Annual General Meeting of Shareholders (the “Meeting”) held on December 12, 2024, in Toronto, Ontario.

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In accordance with the policies of the Toronto Stock Exchange, all nominees listed in the Management Information Circular dated November 5, 2024, were elected as directors of the Company. Over 55% of the Company’s issued and outstanding shares were represented at the Meeting.

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The shareholders approved the election of the following individuals as directors of the Company, based on the following vote:

Following election by shareholders at the Meeting, the Company is pleased to announce the appointment of Mr. Chantal Lavoie as the new Chair of the Board. Mr. Lavoie, who joined Troilus September 2024, is a Professional Mining Engineer with over 35 years of experience in mining operations, permitting, construction, and executive leadership across various global mining regions, including Quebec.

Mr. Lavoie succeeds Ms. Diane Lai who previously served as Chair of the Board. Ms. Lai will continue to contribute as a valued member of the Board. The Company extends its gratitude to Ms. Lai for her dedication and leadership during her tenure as Chair.

Shareholders also approved the appointment of McGovern Hurley LLP as the Company’s auditors for the ensuing year.

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Troilus’ Board of Directors expresses their gratitude to all shareholders and stakeholders for their continued support.

About Troilus

Troilus is a Canadian-based junior mining company focused on the systematic advancement and de-risking of the former gold and copper Troilus Mine towards production. From 1996 to 2010, the Troilus Mine produced +2 million ounces of gold and nearly 70,000 tonnes of copper. Troilus is located in the top-rated mining jurisdiction of Quebec, Canada, where it holds a strategic land position of 435 km² in the Frôtet-Evans Greenstone Belt. Since acquiring the project in 2017, ongoing exploration success has demonstrated the tremendous scale potential of the gold system on the property with significant mineral resource growth. Led by an experienced team with a track-record of successful mine development, Troilus is positioned to become a cornerstone project in North America.

For Further Information, Please Contact:

Caroline Arsenault
VP Corporate Communications
+1 (647) 276-0050
info@troilusgold.com

Cautionary Note Regarding Forward-Looking Statements and Information

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This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, statements regarding the impact of the results and appointment on the Company. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including, uncertainties of the global economy, market fluctuations, the discretion of the Company in respect to the use of proceeds discussed above, any exercise of termination by counterparties under applicable agreements, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies and other risks identified in its disclosure documents filed at www.sedarplus.ca. This press release is not, and is not to be construed in any way as, an offer or recommendation to buy or sell securities in Canada or in the United States.

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Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with and as required by applicable securities laws.

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KELLOGG, Idaho and VANCOUVER, British Columbia , Dec. 13, 2024 (GLOBE NEWSWIRE) — Bunker Hill Mining Corp.
(“Bunker Hill” or the “Company”) (TSXV:BNKR |OTCQX:BHLL) announces that the Bunker Hill Mine restart project, which is approximately 64% complete with 98% of procurement completed, has undergone a strategic review resulting in an updated timeline and capital requirements.

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Pursuant to this review, the Company now forecasts a total restart expenditure (excluding working capital) of $103 million, up from the previously forecasted $67 million and the $56 million in the 2022 Pre-Feasibility Study (the “PFS”), with the restart project anticipated to be delayed by up to four months. To provide sufficient project finance for the ongoing development of the Bunker Hill Mine, the Company intends to draw down on the $21 million standby facility (the “Standby Facility”) provided by Sprott Private Resource Streaming and Royalty Corp. and finalize the ongoing discussions with its strategic partners for potential offtake or similar financing for an additional $30 million.

Sam Ash, President and CEO, commented: “This revised plan takes full account of the many challenges facing the project and the rest of the US mining industry. Work onsite continues round the clock at the highest intensity possible to complete mechanical installation and commissioning and deliver the demanding restart plan. The adjustment we’re announcing reflects the outcome of weeks of intense work by the small Bunker team, Gypsy LLC, our procurement, construction, and management contractor and their many supporters to counter the worst effects of inflation, scope changes since the PFS, and an unplanned contractor change. We are pleased to be able to draw upon the Standby Facility and conclude offtake and associated financing discussions to ensure that profitable and sustainable operations may commence by the revised start date of Q2 2025. We wish to thank our partners at Sprott Private Resource Streaming and Royalty Corp. and our many skilled contractors working on this critical US project for their steadfast and enduring support.”

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STRATEGIC REVIEW – ACTIVITY AND CONCLUSIONS

Over the past eight weeks, the Company has reviewed the impact of the following key factors on the restart plan, seeking ways to mitigate them and incorporate them within the revised forecast:

• Input Cost Inflation—As widely reported across the US Mining Industry, the cost of skilled construction labor (specifically electricians) has increased by 53% over the last 12 months, from an average of $75/hour to $114/hour. The cost of structural steel has also increased by 40%, copper (a proxy for electrical fittings) by 40%, and concrete by 20%. These are extraordinary numbers that deeply impact every aspect of the project.

  With labor being the primary input cost in the project’s mechanical installation and commissioning phases, this has been the most challenging to mitigate. Efforts have been made to bring some of this work in-house, but these have not significantly impacted total cost projections, particularly given the impact of steel, concrete, electrical and other inflation (as crystallized in the recent and final procurement orders).

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• Filter Press Scope Change – As reported in the news release dated May 21, 2024 the Company chose to change the Tailings Management System envisaged in the 2022 PFS and starting budget, in order to improve long-term efficiency and sustainability, following tailings filtration testing. The more effective and expensive filter press (as compared to the $5 million disk filter system described in the 2022 PFS) passed the 90% engineering milestone in October 2024. This final design and associated inflation-effected procurement through November resulted in the final cost forecast increase from $10 million to $18 million.
• Specialist Contractor Walk-Out – In August 2024, the specialist contractor conducting the auger-cast deep piers for the tailings filter press demobilized unexpectedly to pursue other work in North America. Given the tight market for this specialty construction work, securing and mobilizing a replacement contractor for this deep pier construction onto the mine site was challenging passing on delays to the construction timeline.

  To mitigate this unexpected schedule delay, the Company conducted an engineering study to consider the deferral of the construction of the Tailings Filter Press into 2026, with tailings instead being pumped directly from the Kellogg Yard to the paste plant in the Wardner operating base and into voids underground at start-up. After conducting trade-off analysis, it was determined that this phased solution was not workable and that it would be more prudent to continue the complete construction as planned, albeit on a delayed timeline. It was judged to be far better to have the optimal system at restart geared to serving the 1,800 tons per day plan, than a potentially risky work-around that would put initial cash flow at risk.

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Taking account of these key factors and any mitigating actions, the review determined that the project restart would be delayed until at least Q2 2025 and that the total project expenditure (including working capital) is expected to increase by approximately $50 million.

RESTART PLAN UPDATE

Processing Plant – 66% complete. The mechanical installation of the final elements of the processing plant is continuing, with the phased commissioning of the circuit starting by the end of December 2024 following the plant’s connection to the grid power via the Bunker Hill transformer. The external conveyor network is being installed connecting the crusher, ore silo, plant and concentrate load-out facility. Inside the main building piping, pumps, electrical infrastructure and working mezzanine platforms are installed in stages.

Figure 1: Conveyor installation

Figure 2: Mezzanine floor and equipment installation

Tailings Filter Press – 38% Complete. The concrete foundations for the tailings filter press are laid in stages upon the deep piers. This is concurrent with the construction of the tailings storage tank and associated infrastructure and off-site, the final construction of the various components of the facility.

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Figure 3: Rendering of the final tailings filter press design

Figure 4: Tailings storage tank construction (December 2024)

Underground – 80% Complete. Conducted from the Wardner Operating Facility, the underground development continues to be on track and budget. Access to five mining stopes has already been prepared in the underground area of the mine. These are ready to be mined now. Refurbishment of the access ramp to level 8 mining areas is 75% complete. Work is currently focused on improving the ramp’s geotechnical strength as it cuts through the Cate Fault; and thereby enable longer life mining than that envisaged in the 2022 PFS. Stockpiling of ore underground during the ramp refurbishment will commence by the end of 2024.

Figure 5: Steel Sets supporting ramp through Cate Fault

Mine Planning – This revised forecast incorporates the Company’s optimization efforts conducted over the prior months to ensure the most sustainable and profitable restart operation possible while mitigating the impact of cost increases. The plan update includes an adjusted mine plan to maximize cash flows from year one.

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Resource and Reserve Expansion – This revised forecast incorporates more drilling and technical work into the plan. Specifically, it incorporates the identified silver targets in the upper part of the mine into the early mine plan and technical studies for Bunker 2.0: the move to 2,500 tons per day. The Company is processing the data gathered from the 2024 drilling campaign and intends to issue a Resource and Reserve update as planned in Q1 2025, as well as provide periodic updates on these results over the next few weeks.

FINANCING PLAN

The Company intends to commence drawing in tranches upon the Standby Facility provided from December 12, 2024. The first tranche will provide $5 million in working capital. The ongoing negotiations with various financing partners to secure a $30 million financing package are expected to be concluded by the end of January 2025.

Concurrent with this, the Company will continue to advance the process required to unlock the $150 million facility from US EXIM by the end of 2025 which the Company would utilize to refinance the existing debt and increase the mine’s expected production capacity to 2,500 tons per day.

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Even with the Company’s plans to secure the necessary financing for the project restart pursuant to the updated forecast, there is no certainty that the Company will be able to raise the funds required to complete the necessary development work needed to restart operations and advance the ongoing mine plan adjustments. While the Company anticipates operations to commence in the second quarter of 2025, there is no certainty that this will be the case.

CORPORATE UPDATE WEBINAR

The Company will host a webinar on Friday, December 13, 2024 at 9:00am PST/12:00pm EST featuring a presentation from Bunker Hill’s President and CEO Sam Ash, Executive Chairman Richard Williams and CFO Gerbrand Van Heerden. A recording of the webinar will be available on the Company’s website.

Attendees can register for the webinar using the following link: https://6ix.com/event/bunker-hill-announces-updated-forecast-for-mine-restart-and-revised-financing

ABOUT BUNKER HILL MINING CORP.

Under Idaho-based leadership, Bunker Hill intends to sustainably restart and develop the Bunker Hill Mine as the first step in consolidating and then optimizing a number of mining assets into a high-value portfolio of operations, centered initially in North America. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR+ and EDGAR databases.

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On behalf of the Board of Directors of Bunker Hill Mining Corp.

Sam Ash
President and Chief Executive Officer

For additional information, please contact:

Brenda Dayton
Vice President, Investor Relations
T: 604.417.7952
E: brenda.dayton@bunkerhillmining.com

Cautionary Statements

Neither the TSX Venture Exchange (the “TSX-V”) nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.

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Forward-looking statements in this news release include, but are not limited to, statements regarding: the Company’s objectives, goals or future plans, including the restart and development of the Bunker Hill Mine and the updated timeline and forecast and anticipated capital requirements in connection therewith; the achievement of future short-term, medium-term and long-term operational strategies and objectives and the expected timing thereof, including with respect to planned production; the Company raising the required funds for the planned project restart through its project finance initiatives, including by way of debt, equity, offtake or similar financings; and the expected budget and estimated completion time for the underground development of the Bunker Hill Mine. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financing for the restart and development of the Bunker Hill Mine on acceptable terms or at all; the revised forecast, capital requirements and updated timeline for the project restart resulting in planned production by Q2 2025; the future price of metals; and the stability of the financial and capital markets.
Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company’s ability to operate as a going concern and its history of losses; the Company’s ability to raise sufficient project financing for the restart and development of the Bunker Hill Mine on acceptable terms or at all, including through equity or debt financings, concentrate offtake financings or otherwise; the Company requiring more capital expenditures than anticipated in the updated forecast, resulting in delays in the updated timeline; the fluctuating price of commodities; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; changes in labor costs and availability of skilled labor and specialists; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives or as to whether and when the Company will achieve its operational and construction targets. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).

Photos accompanying this announcement are available at:

https://www.globenewswire.com/NewsRoom/AttachmentNg/7cf78a59-dcd6-473e-9eca-0e3d3e2cf415

https://www.globenewswire.com/NewsRoom/AttachmentNg/e4917b71-939b-4ee3-bdff-93b2f4c7e7ab

https://www.globenewswire.com/NewsRoom/AttachmentNg/5d897893-9f21-4e64-abdc-f3f00bdd6452

https://www.globenewswire.com/NewsRoom/AttachmentNg/7c786dc5-e95e-4f33-af66-bce2b86595ee

https://www.globenewswire.com/NewsRoom/AttachmentNg/10e15f9b-5df0-48f2-832f-e9fac73d8118

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TORONTO, Dec. 11, 2024 (GLOBE NEWSWIRE) — Currency Exchange International, Corp. (“Currency Exchange” or the “Company”) (TSX:CXI) (OTCPK:CURN) today announced that Exchange Bank of Canada (“EBC” or “the Bank”) , a federally chartered Canadian Schedule 1 bank and a 100% wholly owned subsidiary of the Company, has filed a notice of appeal with the Federal Court of Canada in relation to the Financial Transactions and Reports Analysis Centre of Canada’s (FINTRAC) notice of administrative monetary penalties of $2.46 million involving the Bank.

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This administrative action does not assert that EBC has been involved in money laundering or terrorist financing.

“EBC takes its compliance, monitoring, and reporting obligations very seriously,” said President and CEO, Randolph Pinna. “We believe that substantial enhancements were implemented in recent years and EBC remains committed to maintaining the highest standards of ethical conduct and regulatory compliance. EBC will continue to ensure our compliance regime keeps pace with evolving standards and industry practices.” 

EBC is of the opinion that the penalty is not commensurate with the alleged violations. Given that this matter is the subject of an appeal, EBC does not intend to comment further at this time.

About Currency Exchange International, Corp.

Currency Exchange International is in the business of providing comprehensive foreign exchange technology and processing services for banks, credit unions, businesses, and consumers in the United States and select clients globally. Primary products and services include the exchange of foreign currencies, wire transfer payments, Global EFTs, and foreign cheque clearing. Wholesale customers are served through its proprietary FX software applications delivered on its web-based interface, www.cxifx.com (“CXIFX”), its related APIs with core banking platforms, and through personal relationship managers. Consumers are served through Group-owned retail branches, agent retail branches, and its e-commerce platform, order.ceifx.com.

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The Group’s wholly-owned Canadian subsidiary Online FX, Exchange Bank of Canada, based in Toronto, Canada, provides foreign exchange and international payment services in Canada and select international foreign jurisdictions. Customers are served through the use of its proprietary software, www.ebcfx.com (“EBCFX”), related APIs to core banking platforms, and personal relationship managers.

Contact Information

For further information please contact:
Bill Mitoulas
Investor Relations
(416) 479-9547
Email: bill.mitoulas@cxifx.com

Website: www.cxifx.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This press release includes forward-looking information within the meaning of applicable securities laws. This forward-looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, the nature and terms of the FINTRAC penalty, the merits or possible outcome of the appeal, and ongoing regulatory compliance measures and the adequacy thereof. Forward-looking statements are identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “preliminary”, “project”, “will”, “would”, and similar terms and phrases, including references to assumptions.

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Forward-looking information is based on the opinions and estimates of management at the date such information is provided, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties and assumptions that could cause the Company’s actual results, performance, or achievements to differ materially from the results discussed or implied in such forward-looking information. Actual results may differ materially from results indicated in forward-looking information due to a number of factors including, without limitation, the ability of the Company and EBC to comply with regulatory requirements, the ability of the Company to manage regulatory infractions and enforcement measures without impairing the operation of its business or undertaking, the ability of the Company to adopt and adhere to regulatory requirements, the competitive nature of the foreign exchange industry, the impact of infectious diseases or the evolving situation in Ukraine on factors relevant to the Company’s business, currency exchange risks, the need for the Company to manage its planned growth, the effects of product development and the need for continued technological change, protection of the Company’s proprietary rights, the effect of government regulation and compliance on the Company and the industry in which it operates, network security risks, the ability of the Company to maintain properly working systems, theft and risk of physical harm to personnel, reliance on key management personnel, global economic deterioration negatively impacting tourism, volatile securities markets impacting security pricing in a manner unrelated to operating performance and impeding access to capital or increasing the cost of capital as well as the factors identified throughout this press release and in the section entitled “Financial Risk Factors” of the Company’s Management’s Discussion and Analysis for the three and nine-months ended July 31, 2024. The forward-looking information contained in this press release represents management’s expectations as of the date hereof (or as of the date such information is otherwise stated to be presented) and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this press release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained in this press release.

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VANCOUVER, British Columbia, Dec. 11, 2024 (GLOBE NEWSWIRE) — Lithium Americas (Argentina) Corp. (“Lithium Argentina” or the “Company”) (TSX: LAAC) (NYSE: LAAC) today announced that it has filed its notice of meeting, management information circular (the “Circular”), notice-and-access notification, form of proxy, voting instruction form and virtual meeting guide (collectively, the “Meeting Materials”) in connection with its previously announced special meeting of shareholders on January 17, 2025 (the “Meeting”) to approve a redomiciling of the Company in Switzerland under the new name, Lithium Argentina AG, and ancillary matters. The move, which requires shareholder, stock exchange and court approval, is expected to occur in early 2025.

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HIGHLIGHTS

• Lithium Argentina’s Meeting will be held virtually on Friday, January 17 at 10:00 a.m. (Pacific Time).
• Shareholders are encouraged to vote well in advance of the proxy voting deadline on Wednesday, January 15 at 10:00 a.m. (Pacific Time).
• Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com.

DETAILS OF THE MEETING

The Meeting is scheduled to be held virtually at https://meetnow.global/MDAUKRK on Friday, January 17 at 10:00 a.m. (Pacific Time).

Shareholders as of the close of business on December 3, 2024 (the “Record Date”), are entitled to vote at the Meeting. Shareholders are encouraged to access the Meeting Materials and vote electronically. The specific details of matters to be put before the Meeting are set forth in the Circular. The Meeting Materials have been posted in full, and are available for review via the internet without charge, on the Company’s website at http://lithium-argentina.com/investor-relations/Special-Meeting, and under the Company’s SEDAR+ and EDGAR profile at www.sedarplus.ca and www.sec.gov, respectively.

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Broadridge Financial Solutions, Inc. (“Broadridge”), on behalf of the Company, has mailed the notice-and-access notification and voting instruction form to U.S. non-registered shareholders in accordance with its applicable procedures. In light of the ongoing postal strike and given the high demand for courier services, Broadridge has couriered the notice-and-access notification and voting instruction form to certain Canadian non-registered shareholders in accordance with its applicable procedures. Registered U.S. and Canadian shareholders will be mailed and couriered, respectively, the notice-and-access notification and form of proxy by the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”).

This news release is being made in accordance with the interim order of the Supreme Court of British Columbia dated December 4, 2024 and constitutes valid delivery of the Meeting Materials in lieu of prepaid ordinary mail delivery of Meeting Materials due to the ongoing postal strike in Canada.

VOTING ASSISTANCE & QUESTIONS

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In the event that the ongoing postal strike in Canada continues, registered shareholders are encouraged to contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect Outside North America), or by email at assistance@laurelhill.com to obtain and return their proxies in connection with the Meeting. Non-registered shareholders are encouraged to contact their brokers or intermediaries in order to obtain their control numbers and to make arrangements for the return of their voting instruction forms in connection with the Meeting.

For details on how to vote at the Meeting, please see “Voting Information” in the Circular. To vote via the internet or by phone:

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Voting occurs in advance of the Meeting by voting a proxy, or at the Meeting by attending online. How a shareholder votes will vary depending on whether they are a registered shareholder or a non-registered shareholder (beneficial shareholder). In all cases, the proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

ABOUT LITHIUM ARGENTINA

Lithium Argentina is an emerging producer of lithium carbonate for use primarily in lithium-ion batteries and electric vehicles. The Company, in partnership with Ganfeng Lithium Co, Ltd., is operating the Caucharí-Olaroz lithium brine operation in Argentina and advancing development of additional lithium resources in the region. Lithium Argentina currently trades on the TSX and on the NYSE.

For further information contact:
Investor Relations
Telephone: +1 778-653-8092
Email: Kelly.obrien@lithium-argentina.com
Website: www.lithium-argentina.com

FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information”). These statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Forward-looking information generally can be identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “propose,” “potential,” “targeting,” “intend,” “could,” “might,” “should,” “believe” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

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In particular, this news release contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to matters such as the intention to establish corporate domicile in Switzerland; the approval of the redomicile; the holding of a special meeting of shareholders; and the continued conduct of our business. 

Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information contained in this news release is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, including, but not limited to those related to: uncertainties with respect to obtaining all applicable shareholder, court and regulatory approvals or satisfying other requirements necessity or desirability of permitting or facilitating the completion of the transaction; the continued listing on the TSX and NYSE; being subject to satisfying all conditions prescribed by the exchanges; there being no guarantee that the redomiciling will procure the anticipated benefits nor that the expected impacts will materialize as expected; potential adverse tax consequences resulting from the transaction; discretion of the Company to implement the redomicile or not; risks associated with the Company being governed under a different corporate legal regime post continuation; change in the rights of shareholders as a result of the continuation; unforeseen events that could prevent, delay in or increase in cost of completing the continuation; uncertainties inherent to feasibility studies and mineral resource and reserve estimates; global financial markets, general economic conditions, competitive business environments, and other factors that may negatively impact the Company’s financial condition; the inability of the Company to secure sufficient additional financing to develop the Company’s mineral projects; and all the other risk factors identified herein and in the Company’s latest annual information form and in other continuous disclosure filings available on SEDAR+ and EDGAR. All forward-looking statements included in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by the Company that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

This press release does not constitute a solicitation of any proxy nor the offering of any securities of the Company.

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VANCOUVER, British Columbia, Dec. 11, 2024 (GLOBE NEWSWIRE) — Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) (“Tactical Resources” or the “Company”), a mineral exploration and development company, announced today that it has entered into an amending agreement (the “Amendment”) with Plum Acquisition Corp. III (“Plum”), a publicly traded special purpose acquisition company, amending certain terms of the previously announced business combination agreement dated August 22, 2024 (the “Business Combination Agreement”). The Business Combination Agreement was entered into among the Company, Plum, Plum III Amalco Corp. (“Amalco”), a corporation formed under the laws of the Province of British Columbia and a direct, wholly-owned subsidiary of Plum, and Plum III Merger Corp. (“Pubco”), a corporation formed under the laws of the Province of British Columbia for the purposes of the proposed business combination (the “Proposed Business Combination”).

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The Amendment, among other things, provides (a) that Plum will apply for and effect a listing of Plum’s publicly-traded securities with OTC Markets Group (“OTC Markets”), which listing will take effect no later than ten business days following any delisting of such Plum securities from Nasdaq on January 27, 2025 (the “Nasdaq De-Listing Date”), (b) that Plum will prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a proxy statement for the purpose of amending the Amended and Restated Memorandum and Articles of Association of Plum (the “Articles”) to (i) extend the deadline for Plum to consummate an initial business combination from January 30, 2025 (the “Agreement End Date”) to July 30, 2025 (the “Extension Amendment Proposal”) and (ii) remove the requirement in Plum’s Articles that Plum have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, an initial business combination (the “NTA Amendment Proposal” and such requirement, the “NTA Requirement”), (c) that Plum comply with all applicable rules and regulations of Nasdaq or OTC Markets, as applicable, (d) that Plum use commercially reasonable efforts to ensure that Plum’s publicly-traded securities continue to be qualified to trade on OTC Markets from and after the Nasdaq De-Listing Date, (e) that the parties use commercially reasonable efforts to cause Plum’s publicly-traded securities to be delisted from OTC Markets as of the effective time of the amalgamation of the Company and Amalco under the terms of the Business Combination Agreement or as soon as practicable thereafter, (f) that the closing condition requiring Pubco to satisfy the NTA Requirement will not be applicable in the event that Plum’s shareholders approve the NTA Amendment Proposal and Plum amends the Articles to remove the NTA Requirement, and (g) that the Agreement End Date will be automatically extended to July 30, 2025 in the event that Plum’s shareholders approve the Extension Amendment Proposal and Plum amends the Articles to extend its deadline to consummate an initial business combination to July 30, 2025.

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A copy of the Amendment will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.

Important Information for Investors and Shareholders

In connection with the Proposed Business Combination, the parties have prepared, and Pubco has filed with the SEC, a registration statement on Form F-4 (the “Registration Statement”). The Registration Statement contains a preliminary proxy statement/prospectus of Pubco, and after the Registration Statement is declared effective, Plum intends to mail the Registration Statement containing a definitive proxy statement/prospectus relating to the Proposed Business Combination to its shareholders and Tactical Resources intends to prepare and mail an information circular relating to the Proposed Business Combination to its shareholders. This press release does not contain all of the information that should be considered concerning the Proposed Business Combination and is not a substitute for any proxy statement, registration statement, proxy statement/prospectus, information circular or other documents Plum, Pubco or Tactical Resources may file with the SEC or the Canadian Securities Administrators (the “CSA”) from time to time in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS IN TACTICAL RESOURCES AND PLUM AND ALL OTHER INTERESTED PARTIES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY TACTICAL RESOURCES, PUBCO OR PLUM WITH THE SEC OR THE CSA IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders in Tactical Resources and Plum and all other interested parties will be able to obtain free copies of the Registration Statement and other documents filed by Tactical Resources, Pubco or Plum with the SEC through the website maintained by the SEC at www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca.

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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Tactical Resources, Plum, Pubco and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC or CSA, be deemed to be participants in the solicitations of proxies in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of Plum’s directors and executive officers, please refer to Plum’s annual report on Form 10-K filed with the SEC on July 1, 2024, and Registration Statement, Proxy Statement and other relevant materials filed with the SEC in connection with the Proposed Business Combination when they become available. Information about the directors and executive officers of Tactical Resources can be found in its Management Information Circular dated October 26, 2023, which was filed with the CSA on November 11, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of Plum’s or Tactical Resource’s shareholders generally, will be included in the Registration Statement and the Proxy Statement and other relevant materials when they are filed with the SEC or the CSA when they become available. Shareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement and other such documents carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

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No Offer or Solicitation

This news release shall not constitute does not constitute (a) a solicitation of a proxy, consent, vote, approval or authorization with respect to any securities or in respect of the Proposed Business Combination, (b) an offer to sell, the solicitation of an offer to buy any securities or a recommendation to purchase any securities, or (c) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.

About Tactical Resources

Tactical Resources is a mineral exploration and development company focused on U.S.-made rare earth elements used in semiconductors, electric vehicles, advanced robotics, and most importantly, national defense. The Company is also actively involved in the development of innovative metallurgical processing techniques to further unlock REEs development potential.

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Ranjeet Sundher, Chief Executive Officer
Tel: +1-778-588-5483

For additional information, please visit www.tacticalresources.com.

About Plum Acquisition Corp. III

Plum Acquisition Corp. III is a special purpose acquisition company, which engages in effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Plum seeks to establish itself as the first-stop SPAC platform for high-quality companies, and the management team’s decades of operational experience leading technology companies, and the proprietary Accelerating Through the Bell operational playbook that helps companies list and grow in the public markets.

For additional information, please visit

https://plumpartners.com/.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Business Combination and has neither approved nor disapproved the contents of this press release. 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 release.

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Forward-Looking Statements 

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.

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These forward-looking statements include, but are not limited to, statements regarding Plum’s and Tactical Resources’ businesses; the expected timing of the completion or benefits of the Proposed Business Combination or the likelihood or ability of the parties to successfully complete the Proposed Business Combination; expectations with respect to future operating and financial results for Pubco, Plum and Tactical Resources; and the expected ownership structure of Pubco. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Tactical Resources’ and Plum’s management, and are not predictions of actual performance or results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to inherent risks and uncertainties that may cause Plum’s, Pubco’s or Tactical Resources’ activities or results to differ significantly from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political and legal conditions; (b) the likelihood of completion of the Proposed Business Combination, including the risk that the Proposed Business Combination may not close due to one or more closing conditions set forth in the definitive written agreement providing for the Proposed Business Combination not being satisfied or waived on a timely basis or otherwise, or that the required approvals of the shareholders of the parties, or any applicable regulatory approvals, may not be obtained; (c) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Plum’s or Tactical Resources’ securities; (d) the outcome of any legal proceedings that may be instituted against the parties, or any of their respective directors or executive officers, following the announcement of the Proposed Business Combination; (e) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining applicable regulatory approvals for the Proposed Business Combination; (f) failure to realize the anticipated benefits of the Proposed Business Combination; (g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the parties; (h) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the Proposed Business Combination; (i) the ability of Pubco to meet stock exchange listing standards following the consummation of the Proposed Business Combination; (j) the ability of Tactical Resources’ and Plum to meet stock exchange listing standards prior to the completion of the Proposed Business Combination; (k) the effect of the announcement or pendency of the Proposed Business Combination on the market price of securities, business relationships, operating results, current plans and operations of Plum or Tactical Resources; (l) risks related to the rollout of Tactical Resources’ business and the timing of expected business milestones; (m) the effects of competition of the Proposed Business Combination on Tactical Resources’ or Pubco’s business and operations; (n) supply shortages in the materials necessary for Tactical Resources’ business; (o) delays in construction and operation of facilities; (p) the amount of redemption requests made by Plum’s public shareholders; (q) changes in applicable laws or regulations; (r) risks relating to the viability of Tactical Resources’ growth strategy, including related capabilities and ability to execute on its business strategy; (s) the parties’ estimates of growth and projected financial results and meeting or satisfying the underlying assumptions with respect thereto; (t) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates; (u) the potential disruption of Tactical Resources’ management’s time from ongoing business operations due to the Proposed Business Combination; (v) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects of Plum or Tactical Resources; (w) costs related to the Proposed Business Combination; and (x) other risks and uncertainties described from time to time in filings by the parties with the SEC or the CSA, or otherwise made available to interested parties in connection with the Proposed Business Combination.

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The foregoing list is not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this report. There may be additional risks that neither Plum nor Tactical Resources presently know or that Plum and Tactical Resources currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Plum’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by Plum from time to time with the SEC and by Tactical Resources from time to time with the CSA. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Plum and Tactical Resources assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Plum nor Tactical Resources gives any assurance that Pubco or Tactical Resources will achieve its expectations.

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