Mr. Sean Flynn reports

AVVENTURA RESOURCES LTD. ENTERS INTO DEFINITIVE AMALGAMATION AGREEMENT WITH STAGE CAPITAL CORP.

Avventura Resources Ltd. has entered into a definitive amalgamation agreement dated Oct. 2, 2025, with Stage Capital Corp. and 1609957 B.C. Ltd., a wholly owned subsidiary of Avventura (Subco). Under the agreement, Stage and Subco will complete a three-cornered amalgamation under the Business Corporations Act (British Columbia).

On completion of the transaction, the amalgamated company (Amalco) will be a wholly owned subsidiary of Avventura. Stage's principal asset is an option to acquire a 60-per-cent undivided interest in the Buck Lake project in Ontario under an option agreement dated May 12, 2026, with Advanced Gold Exploration Inc. Stage also holds a 5.05-per-cent passive minority equity interest in Stage Completions LP, the parent entity of a private technology and service company serving the oil and gas industry.

Stage and the company are arm's-length parties. The transaction will constitute a major acquisition subject to review by the CSE, but will not constitute a fundamental change under CSE policies. The transaction will not result in a change of control of the company, and no new control persons will be created.

Transaction terms:

• Share exchange: Each Stage common share outstanding immediately before the effective time will be exchanged for 0.5 of an Avventura common share, equivalent to one Avventura share for every two Stage shares.
• Consideration shares: Based on the 17,761,016 Stage shares currently outstanding, Avventura expects to issue 8,880,508 common shares. No fractional Avventura shares will be issued.
• Amalco: Stage and Subco will amalgamate and continue as Amalco, which will hold its respective property, rights and obligations and remain a wholly owned subsidiary of Avventura.
• Buck Lake obligations: At closing, Avventura will assume Stage's obligations under the Advanced option agreement, including the applicable cash payments, share issuances and exploration expenditure commitments. The assumption is conditional on completion of the transaction, Advanced's consent and any amendments necessary to reflect the transaction.
• Management and board: At closing, Avventura will appoint two Stage nominees to its board and will appoint Michael Mulberry as chief operating officer subject to the parties settling an employment or consulting agreement and obtaining applicable Canadian Securities Exchange acceptance.

Concurrent financing

Before closing, Avventura will use commercially reasonable efforts to complete a private placement of subscription receipts for aggregate gross proceeds of not less than $500,000 and not more than $750,000. The financing will consist of flow-through subscription receipts issued at a price of 12 cents per receipt for gross proceeds of not less than $350,000 and not more than $500,000, and non-flow-through subscription receipts issued at a price of 7.5 cents per receipt for gross proceeds of not less than $150,000 and not more than $250,000. A finder's fee up to the maximum amount permitted under the CSE policies may be paid in respect of the transactions, subject to the acceptance of the CSE.

The gross proceeds from the financing will be held in escrow pending the satisfaction or waiver of the applicable escrow release conditions. Upon satisfaction or waiver of those conditions, each flow-through subscription receipt will convert, without additional payment, into one flow-through common share of Avventura, and each non-flow-through subscription receipt will convert, without additional payment, into one unit of Avventura. Each unit will consist of one common share of Avventura and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share of Avventura at an exercise price of 12 cents for a period of 12 months. If the escrow release conditions are not satisfied or waived by Dec. 1, 2026, the escrowed proceeds and any accrued interest will be returned to subscribers.

No portion of the financing proceeds may be used to repay, settle, service or otherwise satisfy any indebtedness or other liabilities of Avventura outstanding immediately before closing. The flow-through component of the financing, including the timing of renunciation and the qualifying properties on which eligible Canadian exploration expenses will be incurred, will be structured in accordance with applicable tax requirements and the advice of the parties' professional advisers.

Buck Lake project

The Buck Lake project comprises 180 single-cell mining claims covering approximately 3,886 hectares in Lunkie and Gapp townships in the Batchewana greenstone belt of Ontario. Stage's interest consists of its rights under the Advanced option agreement to acquire a 60-per-cent undivided interest in the project.

Conditions to completion

Completion of the transaction remains subject to the satisfaction or waiver, where permitted, of the conditions contained in the agreement, including, but not limited to, the: (i) satisfactory completion of due diligence investigations by each of Stage and Avventura; (ii) approval of the shareholders of Stage; (iii) closing of the financing; and (iii) receipt of all requisite regulatory and third party approvals, together with other standard closing conditions. The transaction cannot close until all conditions are satisfied or waived. There can be no assurance that the transaction will be completed on the terms proposed in the agreement or at all.

The outside date for completion of the transaction is Dec. 1, 2026, unless extended by written agreement of the parties. The agreement may be terminated in specified circumstances, including failure to satisfy or waive applicable conditions by the outside date, an uncured material breach, a material adverse effect, a final non-appealable order preventing completion, failure to complete the financing or satisfy the escrow release conditions, or written notice from a regulatory authority that it will not permit the transaction to proceed.

A copy of the amalgamation agreement will be filed on Avventura's SEDAR+ profile.

Management commentary

"The definitive agreement establishes a clear framework for bringing the Buck Lake opportunity into Avventura while requiring the financing, regulatory approvals and other protections necessary for an orderly closing. We look forward to working with Stage and our respective advisers to satisfy the remaining conditions," said Sean Flynn, chief executive officer of Avventura.

About Avventura Resources Ltd.

Avventura is a Canadian mineral exploration company focused on the acquisition and exploration of mineral properties in Canada. Avventura's common shares trade on the Canadian Securities Exchange under the symbol AA and on the Frankfurt Stock Exchange under the symbol 25G.

Further information

The foregoing summary is qualified in its entirety by the agreement, which will be filed under Avventura's issuer profile on SEDAR+. Additional information concerning the transaction, the financing and the parties will be included in the applicable disclosure documents required under CSE policies and securities laws.

We seek Safe Harbor.