Mr. Lowell Kamin reports

ALTHEA COPPER CORP. TO LIST ITS COMMON SHARES ON THE CANADIAN SECURITIES EXCHANGE

Althea Copper Corp.'s common shares will list on the Canadian Securities Exchange after acquiring Althea Copper Corp., a private company that holds an option to acquire the Mink Narrows property in Manitoba (Preamalgamated Althea).

Pursuant to the terms of an amended and restated amalgamation agreement dated June 26, 2026, the company acquired all of the issued and outstanding common shares of Preamalgamated Althea through an amalgamation between 1561889 B.C. Ltd., a wholly owned subsidiary of the company (Yankee Hat Sub), and Preamalgamated Althea, whereby Yankee Hat Sub and Preamalgamated Althea continued on as one corporation (Amalco).

Upon completion of the transaction, the company changed its name to Althea Copper and its common shares will commence trading on the exchange under the trading symbol ALTH at the open of markets on Aug. 20, 2026.

Terms of the transaction

Pursuant to the terms of the amalgamation agreement:

• Prior to closing of the amalgamation agreement:
  1. The company consolidated its issued and outstanding common shares on the basis of one postconsolidation share of the company for every 5.0480494 preconsolidation shares of the company.
  2. Preamalgamated Althea completed a share consolidation of its common shares on the basis of one postconsolidation share of Preamalgamated Althea for every 2.108189429 preconsolidation shares of Preamalgamated Althea.
  3. Preamalgamated Althea completed the concurrent private placement (as defined below).
• In consideration of Preamalgamated Althea, the company issued a total of 16 million postconsolidation common shares to the shareholder of Preamalgamated Althea, including the subscribers under the concurrent private placement. Each Preamalgamated Althea shareholder received such number of consideration shares in the capital of the company as was equal to the number of common shares held by the Preamalgamated Althea shareholders.
• Each warrant of Preamalgamated Althea outstanding immediately prior to the transaction was deemed to be amended and exchanged for postconsolidation warrants of the company.
• The company changed its name to Althea Copper.

As disclosed in the listing statement, an aggregate of 3,347,524 common shares and 205,639 warrants are subject to escrow requirements under an escrow agreement dated Aug. 14, 2026, and between the company, Computershare Investor Services Inc., Lowell Kamin, Leo Horn and Douglas Engdahl.

Financing terms

Preamalgamated Althea completed a concurrent private placement of 12.5 million subscription receipts at a price of five cents per subscription receipt for aggregate gross proceeds of $625,000. Each subscription receipt automatically converted on the basis of one postconsolidation common share of Preamalgamated Althea for every one subscription receipt immediately prior to closing of the amalgamation.

The net proceeds of the concurrent private placement will be used for the continued development and exploration of the company's Mink Narrow property, for the commitments of the company over the next 12 months from the date of the company's listing statement and for general working capital purposes.

Directors and officers of Althea Copper

As a result of closing of the transaction, the company's management and board now consist of: Mr. Kamin as chief executive officer and director; Kyle Appleby as chief financial officer and director; Mr. Horn as director; and Mr. Engdahl as chairman and director.

Additional details of each officer and director are set forth in the company's listing statement.

Stock option grant

In connection with the closing of the transaction, the company has now granted a total of 2.1 million stock options to its directors, officers and consultants. The stock options are exercisable at five cents per share and expire five years from the date of grant.

About Althea Copper Corp.

The company holds an option to acquire a 100-per-cent interest in the Mink Narrows property (as more particularly described in the company's listing statement posted to the company's profile on SEDAR+ on Aug. 18, 2026). The Mink Narrows property is located in west-central Manitoba, roughly 24 kilometres southeast of Flin Flon, Man., and consists of 53 claims for a total area of 6,984 hectares. The most significant mineralization on the Mink Narrows property is the Copper Reef deposit, thought to consist of two adjacent copper and zinc sulphide bodies. Additionally, a number of gold mineralization showings are present on the Mink Narrows property.

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