Mr. Russell Starr of Greenridge reports

GREENRIDGE EXPLORATION ENTERS INTO BINDING ARRANGEMENT AGREEMENT TO ACQUIRE ALX RESOURCES CORP.

Greenridge Exploration Inc. and ALX Resources Corp. have signed a binding arrangement agreement dated Oct. 11, 2024, pursuant to which Greenridge will acquire all of the outstanding and issued common shares of ALX. The transaction is an arm's-length transaction that will create a leading Canadian uranium exploration company with interests in 16 uranium exploration projects that total approximately 220,000 hectares across renowned Canadian uranium districts, including the Athabasca basin, the Thelon basin and Elliot Lake. The combined entity will have interests in an additional 13 lithium, nickel, gold and copper properties across Canada. The arrangement agreement follows the non-binding letter of intent announced by the company on Sept. 5, 2024. Under the terms of the arrangement agreement, each common shareholder of ALX will receive 0.045 common share of Greenridge in exchange for each ALX common share held. Upon completion of the transaction, existing Greenridge and ALX shareholders will own approximately 75.2 per cent and 24.8 per cent, respectively, of the common shares of the combined entity.

Strategic rationale for the transaction:

• Creates leading and diversified Canadian explorer of strategic metals -- the combined entity will own or have interests in 29 projects covering approximately 435,000 hectares with considerable exposure to potential uranium, lithium, nickel, copper and gold discoveries;
• Consolidates ownership in the Carpenter Lake project -- following the transaction, Greenridge will own 60 per cent of Carpenter Lake, with the option to increase to 100 per cent;
• Adds one of the largest uranium property portfolios in the world-class Athabasca basin -- in addition to Carpenter Lake, ALX has interests in 12 other projects and properties covering approximately 173,000 hectares in the Athabasca basin; highlighted projects include:
  • Black Lake (40 per cent ALX; 51.43 per cent Uranium Energy Corp.; 8.57 per cent Orano Canada Inc.) -- 2004 discovery hole (BL-18) intersected 0.69 per cent U3O8 (triuranium octoxide) over 4.4 metres; over 150 holes drilled to date;
  • Gibbons Creek (currently 100 per cent ALX) -- high-grade boulders located in 2013 with grades of up to 4.28 per cent U3O8; four of the five holes drilled in 2024 intersected uranium mineralization at or near unconformity; uranium mineralization found in two areas located 500 metres apart;
  • Hook-Carter (currently 80 per cent Denison; 20 per cent ALX) -- 13 kilometres from NexGen's Arrow deposit and 20 kilometres from Fission's Triple R deposit; hosts a 15-kilometre-long exploration corridor prospective for uranium; under the terms of a 2024 amendment to the joint venture agreement, ALX can earn an additional 5 per cent for a total of a 25-per-cent interest by spending $3-million by November, 2026; Denison has spent approximately $7.05-million to date, which includes 11,757 metres drilled from 2018 to 2019;
  • McKenzie Lake (100 per cent ALX) -- AI (artificial intelligence) work identified targets following 2021 magnetic and radiometric survey; boulders were found with grades of up to 0.101 per cent U3O8;
• Enhanced capital market profile and shareholder base -- the pro forma combined entity is expected to have a market capitalization of approximately $35-million;
• Enhanced management and board -- adds Warren Stanyer, chief executive officer of ALX, as president and director as well as another nominee to the board of directors of Greenridge;
• G&A (general and administrative) cost savings -- the companies anticipate material cost savings from consolidating corporate G&A, corporate development, and investor relations and marketing activities compared with operating as two separate entities.

Benefits to ALX shareholders:

• Significant and immediate premium: The exchange ratio represents a 130-per-cent premium to the 20-day volume-weighted average price (VWAP) of ALX shares on the TSX Venture Exchange for the period ended Sept. 4, 2024.
• Exposure to the Nut Lake project: The Nut Lake project is a 5,853-hectare property in the Thelon basin, located approximately 55 kilometres north of Atha Energy's Angilak project and the Lac 50 Trend deposit (inferred resource containing 43 million pounds U3O8 and 10.4 million pounds molybdenum). The project hosts high-grade, vein-hosted grab samples of up to 4.36 per cent U3O8, 53.16 ounces per ton silver, 1.15 per cent lead and 7 per cent nickel. The project has seen approximately 6,920 feet of diamond drilling, with the most noteworthy being at the tundra showing, where hole Winkie AX W-24 intersected nine feet of 0.69 per cent U3O8, including 4.9 per cent U3O8 over one foot from eight feet depth.

Board of directors and management team

Upon completion of the transaction, the board of directors of Greenridge will comprise four directors, including: (i) the three directors currently on the Greenridge board; and (ii) Mr. Stanyer, ALX's current chief executive officer and chairman. A second director to be mutually agreed upon by Greenridge and ALX will be nominated to the Greenridge board at the next annual shareholder meeting of Greenridge shareholders following the completion of the transaction.

Russell Starr will continue to serve as chief executive officer and director of the combined entity. Mr. Stanyer will be joining Greenridge as president.

Transaction conditions and timing

The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will be subject to the approval of: (i) 66-2/3rds per cent of votes cast by ALX shareholders; and (ii) if required, a simple majority of the votes cast by ALX shareholders, excluding, for this purpose, the votes held by any person required under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, at a special meeting of ALX shareholders expected to be held in November, 2024, on an abridged basis. No shareholder vote is required by Greenridge shareholders. In addition to ALX shareholder approval, the transaction is also subject to the receipt of certain regulatory and court approvals, including the approvals of the TSX Venture Exchange and other closing conditions customary in transactions of this nature.

The arrangement agreement includes customary representations, warranties, covenants and conditions contained in agreements for transactions of this nature, including non-solicitation and lock-up provisions, business restrictions, and a no-material-adverse-change clause. A reciprocal termination fee of $250,000 is payable if the arrangement agreement is terminated in certain circumstances. In the event that a superior proposal (as defined in the arrangement agreement) is accepted by ALX pursuant to the terms of the arrangement agreement, a break fee of $400,000 is payable by ALX to Greenridge.

Pursuant to the arrangement agreement, all outstanding stock options and warrants of ALX that remain unexercised on the date upon which the transaction becomes effective, will, following the effective time of the transaction, be exchanged and amended, respectively, to entitle the holder thereof to acquire Greenridge shares in lieu of ALX shares based on the exchange ratio.

Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the transaction is expected to close in December, 2024.

Full details of the transaction will be included in a management information circular of ALX, which is expected to be mailed to ALX shareholders and holders of ALX stock options in connection with the ALX meeting. Copies of the ALX circular and the arrangement agreement will be available to access on SEDAR+ under ALX's profile.

It is anticipated that any securities to be issued under the transaction will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Greenridge expects the Greenridge shares to be listed in the United States OTC (over-the-counter) market prior to closing of the transaction.

Recommendation of ALX's board of directors

After consultation with its financial and legal advisers, the board of directors of ALX unanimously determined that the transaction is in the best interests of ALX and approved the arrangement agreement. Accordingly, the ALX board recommends that ALX shareholders vote in favour of the transaction. The board recommendation is made to all ALX shareholders.

Prior to the execution of the arrangement agreement, the ALX board received a verbal fairness opinion from Red Cloud Securities Inc., which was retained to prepare the fairness opinion on a fixed-fee fairness opinion basis. Red Cloud's opinion stated that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by ALX shareholders pursuant to the transaction is fair, from a financial point of view, to the ALX shareholders. A written fairness opinion will be prepared by Red Cloud and included in the ALX circular.

All directors and senior officers have entered into customary support and voting agreements pursuant to which they have agreed to vote their ALX securities in favour of the transaction.

Qualified person

The technical information in this news release regarding Greenridge properties has been reviewed and approved by Jody Dahrouge, BSc, PGeo, of Dahrouge Geological Consulting Ltd., who is a qualified person in accordance with the Canadian regulatory requirements set out in National Instrument 43-101.

The technical information in this news release regarding ALX properties has been reviewed and approved by Robert Campbell, PGeo, an independent consulting geologist to ALX, who is a qualified person in accordance with the Canadian regulatory requirements set out in NI 43-101.

Mineralization on any other properties referred to herein is not necessarily indicative of mineralization on either of the properties of ALX or Greenridge.

About Greenridge Exploration Inc.

Greenridge Exploration is a mineral exploration company dedicated to creating shareholder value through the acquisition, exploration and development of critical mineral projects in North America. The Carpenter Lake uranium project is located in the Athabasca basin consisting of seven mineral claims covering 13,387 hectares across the Cable Bay shear zone and the company is advancing the project to test multiple high-priority targets. The company's Nut Lake uranium project located in the Thelon basin includes historical drilling, which intersected up to nine feet of 0.69 per cent U3O8, including 4.90 per cent U3O8 over one foot from eight feet depth.

The company's Weyman copper project in southeastern British Columbia sits on the southern portion of the famous Quesnel terrane. The company is led by an experienced management team and board of directors with significant expertise in capital raising and advancing mining projects. The Snook and Ranger Lake uranium projects, 4,899 hectares and 20,782 hectares, respectively, are located in Western Ontario, with multiple previous uranium occurrences across both projects.

About ALX Resources Corp.

ALX is based in Vancouver, B.C., Canada, and its common shares are listed on the TSX-V under the symbol AL, on the Frankfurt Stock Exchange under the symbol 6LLN and in the United States OTC market under the symbol ALXEF.

ALX's mandate is to provide shareholders with multiple opportunities for discovery by exploring a portfolio of prospective mineral properties in Canada, which include uranium, lithium, nickel, copper and gold projects. ALX uses the latest exploration technologies and holds interests in over 240,000 hectares of prospective lands in Saskatchewan, a stable jurisdiction that hosts the highest-grade uranium mines in the world, a producing gold mine, diamond deposits and historical production from base metal mines.

ALX's uranium holdings in Northern Saskatchewan include 100-per-cent interests in the Gibbons Creek uranium project (currently the subject of an option earn-in agreement with Trinex Minerals Ltd., which can earn up to a 75-per-cent interest in two stages), the Sabre uranium project, the Bradley uranium project, and the Javelin and McKenzie Lake uranium projects; a 40-per-cent interest in the Black Lake uranium project (a joint venture with Uranium Energy and Orano Canada); and a 20-per-cent interest in the Hook-Carter uranium project, located within the uranium-rich Patterson Lake corridor, with Denison Mines Corp. (80-per-cent interest) as operator of exploration since 2016 (currently the subject of an amended property agreement that would increase ALX's interest to 25 per cent after fulfilling certain conditions).

ALX also owns 100-per-cent interests in the Firebird nickel project, the Flying Vee nickel/gold project and the Sceptre gold project and can earn up to an 80-per-cent interest in the Alligator Lake gold project, all located in Northern Saskatchewan, Canada. ALX owns or can earn up to 100-per-cent interests in the Electra nickel project and the Cannon copper project, located in historic mining districts of Ontario, Canada, and in the Vixen gold project (now under option to First Mining Gold Corp., which can earn up to a 100-per-cent interest in two stages).

ALX owns a 50-per-cent interest in eight lithium exploration properties staked in 2022 to 2023 collectively known as the Hydra lithium project, located in the James Bay region of Northern Quebec, Canada, a 100-per-cent interest in the Anchor lithium project in Nova Scotia, Canada, and 100-per-cent interests in the Crystal lithium project and the Reindeer lithium project, both located in Northern Saskatchewan, Canada.

We seek Safe Harbor.