Mr. Terry Salman reports

ALTINA CAPITAL CORP. ANNOUNCES LETTER OF INTENT WITH AEONIAN RESOURCES LTD. FOR PROPOSED QUALIFYING TRANSACTION

Altina Capital Corp. has entered into a non-binding letter of intent with Aeonian Resources Ltd., an arm's-length party, dated Feb. 11, 2024, in respect of a proposed reverse takeover transaction intended to constitute Altina's qualifying transaction, as defined under Policy 2.4 of the TSX Venture Exchange. Upon completion of the transaction, subject to receipt of all requisite approvals, it is anticipated that the resulting issuer (as defined below) will be listed on the TSX-V as a Tier 2 mining issuer.

Pursuant to the transaction, Altina will acquire all of the issued and outstanding securities of Aeonian on a one-for-one basis, resulting in a reverse takeover of Altina. Not including securities to be issued under the concurrent private placement (defined below), former shareholders of Aeonian will hold, in aggregate, at least 23,902,100 common shares, representing approximately 75 per cent of the 31,902,100 common shares (on a non-diluted basis) of the combined company (the resulting issuer) expected to be outstanding after completion of the transaction.

About Aeonian Resources Ltd.

Aeonian is a private company incorporated under the Business Corporations Act (British Columbia) on Sept. 15, 2020, and is a junior mineral exploration company. Aeonian's principal mineral property is the Koocanusa copper property, a copper-silver exploration project located approximately 30 kilometres southeast of Cranbrook, B.C. The property comprises 38 contiguous claims covering 28,743.82 hectares in which Aeonian has a 100-per-cent interest. Aeonian has a recent National Instrument 43-101 technical report on the Koocanusa copper project, completed in August, 2023, by an independent qualified person, which identified 11 copper targets within the project area. To date, Aeonian has incurred approximately $420,797 in qualified exploration expenditures on the property.

The following financial information is prepared as of Oct. 31, 2023, Aeonian's most recent financial year-end, and is in the process of being audited and therefore subject to change. No exploration work has been done since Oct. 31, 2023.

• Current assets: $148,364;
• Exploration and evaluation assets: $611,278;
• Total assets: $759,642;
• Current liabilities: $5,107;
• Long-term liabilities: $113,534;
• Total liabilities: $118,641;
• Shares: 462,501;
• Special warrants: 525,144;
• Deficit: $(346,644);
• Total shareholders' equity: $641,001;
• Total liabilities and shareholders' equity: $759,642.

The transaction

The LOI anticipates that the transaction will be effected by a share exchange, amalgamation, arrangement agreement or similar structure that will result in Aeonian becoming a wholly owned subsidiary of the company or otherwise combining its corporate existence with that of the company. The final structure and form of the transaction remains subject to satisfactory tax, corporate and securities law advice for both the company and Aeonian and will be set forth in a definitive agreement to be entered into among the parties, which will replace the LOI. Upon completion of the transaction, the resulting issuer will continue to carry on the business of Aeonian as currently constituted.

The transaction is not a non-arm's-length qualifying transaction, as that term is defined in Policy 2.4 of the TSX-V, and consequently, it is expected that the transaction will not be subject to approval by Altina's shareholders. No finders fees are payable in connection with the transaction.

Closing of the transaction is subject to a number of conditions, including but not limited to satisfactory due diligence investigations, the negotiation and execution of the definitive agreement, receipt of all required shareholder, regulatory and third party approvals and consents, including that of the TSX-V, and satisfaction of other customary closing conditions. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Concurrent private placement

Prior to or concurrent with completion of the transaction, Altina will complete a private placement of units of Altina's securities (comprising one Altina share and up to one whole share purchase warrant) or subscription receipts on similar terms for minimum aggregate gross proceeds of $1-million. The concurrent financing will be priced in the context of the market and it is anticipated that it will be undertaken at a price of 10 cents per Altina security. The proceeds from the concurrent financing are expected to be used to finance the costs associated with completing the transaction and for general working capital for the resulting issuer. Subject to TSX-V approval, Altina may pay commissions on proceeds raised commensurate with industry norms.

Proposed directors and senior management team

Upon completion of the transaction, the following individuals will comprise the board of directors and management of the resulting issuer:

Andy Randell, BSc, PGeo, qualified person -- director and chief executive officer

Mr. Randell is a professional geoscientist and a graduate of the University of Cardiff (Wales) (1998) with a BSc (environmental geoscience). After working as a geotechnician in Guyana and in Yukon as a project geologist for Victoria Gold Corp., and then as chief geologist for Ryan Gold Corp., he established his full-service geological consulting company, SGDS Hive, in 2013 and has since then worked with a wide range of clients and projects.

Mr. Randell established the non-profit, Below BC, which performs outreach and educational opportunities in geoscience. In 2016, he received the Bedford Young Mining Professional Award through the Canadian Institute of Mining (CIM). Currently Mr. Randell sits on the board of directors for the Association of Mineral Exploration (AME) and is the chair of the CIM Geological Society and the recently formed B.C. Society of Engineers and Geoscientists (BCSEG), which is a new advocacy body created by the split of Engineers and Geoscientists B.C. (EGBC) which will focus purely on regulation of the professions. In 2020, Mr. Randell taught two fourth-year university courses at the British Columbia Institute of Technology on indigenous relations and sustainability and mining law and ethics. During a break from geology in the early 2000s, Mr. Randell worked in the banking sector in the United Kingdom involved in developing the new at the time green and ethical funds.

Mr. Randell founded Aeonian Resources to explore a more sustainable and transparent form of mineral exploration with the hope to inspire change at the grassroots level.

Branden Haynes, BComm -- director and president

Mr. Haynes is an entrepreneur with more than 20 years of experience in finance and the junior markets and been active for than 15 years in the junior mining exploration sector. He has previously worked as an investment adviser and has guided new companies through the initial financing phases, project acquisitions, deployment of exploration programs, development financing, initial public offering and public listing process.

Mark Luchinski, BSc -- director and corporate secretary

Mr. Luchinski has over 20 years of capital market experience, having worked in both public and private sectors as an officer and director on several companies, and is well versed in corporate governance, finance, compliance and the administration of publicly traded companies. Mr. Luchinski is a graduate from the University of Victoria.

Kristian Whitehead, BSc, PGeo, QP -- director

Mr. Whitehead has over 20 years of exploration and mining experience in senior geological roles throughout the Americas, including Yukon, British Columbia, Alaska, Guyana, Mexico and Brazil. Mr. Whitehead is currently the vice-president of Exploration and co-founder for Teako Minerals Corp., QP and consulting geologist for New Target Mining Corp., geological adviser to CMC Metals Ltd., and previously served as a director of Eureka Resources until its takeover by Kore Mining in 2018. Mr. Whitehead has worked in leading geological positions with various companies, including Eureka Resources, Levon Resources Ltd., Kootenay Silver Inc., Fortunate Sun Mining Ltd., Hunter Dickinson/Taseko Mines, Fire River Gold Corp., Stratagold Corp. and Hawthorne Gold Corp.

Mr. Whitehead is the founder and owner of Infiniti Drilling Corp. through which he provides professional and QP geological exploration and mining support consulting services to the industry.

Terry Salman -- director

Terry Salman has been an industry leader in financing junior exploration and mid-to-large-cap mining companies for the past 35 years. He started his career at Nesbitt Thomson in 1973, beginning as a research analyst and rising to the role of executive vice-president and director. Mr. Salman left Nesbitt Thomson in 1994 to form Salman Partners Inc., where he is president and chief executive officer. For 22 years, Salman Partners was a leading resource-based investment dealer known for its high-quality research and integrity. Over that time, Salman Partners helped raise an aggregate of $20-billion for over 400 companies. Mr. Salman is also president and CEO of Salman Capital Inc., an investment and merchant banking firm. Mr. Salman is also the former chairman of New Pacific Metals Corp.

Alongside his highly successful career, Mr. Salman has tirelessly devoted his services to many volunteer organizations, including sitting on the government of Canada's Expert Panel on Securities Regulation, and serving as chair of the Investment Dealers Association of Canada. Mr. Salman is chairman emeritus of the Vancouver Public Library Foundation, and previously served as the chairman of St. Paul's Hospital Foundation. He was a director of the Prostate Cancer Research Foundation of Canada and a past director of the Canadian Stem Cell Network. In 2009, he was awarded a doctor of technology honoris causa by the British Columbia Institute of Technology. In recognition of his outstanding volunteer contributions, Mr. Salman was awarded the Queen Elizabeth II Diamond Jubilee Medal in 2012. He was also a recipient of the Murray Pezim Award in 2016 from the Association for Mineral Exploration B.C., the Public Service Star from the President of Singapore in 2021, and was inducted into the Order of Canada in 2022 for his contribution to mining exploration and his generous philanthropy and community activism.

Theo Sanidas -- director

Theo Sanidas has been involved in the capital markets since 1999. Mr. Sanidas has been self-employed since 2001, focusing on management, marketing, mergers, acquisitions, joint ventures, financings, divestitures and reorganizations for both public and private companies. Mr. Sanidas is a director of Altina Capital. Mr. Sanidas was also a founding director of Dolly Varden Silver Corp. Mr. Sanidas has further been involved with various reporting issuers, including his roles as a director of Zenith Capital Corp. from March, 2019, to present, a director of Mapath Capital Corp. since January, 2019, and a co-founder and director of GreenPower Motor Company Inc. from February, 2011, to March, 2015.

Gordon Neal, BSc -- director

Mr. Neal has more than 30 years experience in corporate finance, resource corporate development and investor relations. He founded Neal McInerney Investor Relations that marketed more than $4-billion in equity financings, which saw the company grow to be the second-largest full-service investor relations firm in Canada. Mr. Neal is currently the CEO of World Copper Ltd. He was formerly the President of New Pacific Metals Corp. and before that the vice-president of corporate development for Silvercorp Metals Inc. and MAG Silver Corp. He has served on the board of Falco Resources Ltd., Balmoral Resources Ltd., Americas Petrogas Inc., Rockgate Capital Corp., Wealth Minerals Ltd., Lithium South Development and Altina Capital. He has raised more than $700-million for resources companies since 2004. Mr. Neal graduated from Dalhousie University with a BSc in biochemistry. He has also served as a member of the Dalhousie University senate and board of governors.

Name change

Upon completion of the transaction, it is anticipated that the resulting issuer will continue the business of Aeonian under the name Aeonian Resources or a name to be mutually agreed to by Altina and Aeonian. The parties expect that the TSX-V may assign a new trading symbol for the resulting issuer.

Sponsorship

The transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Altina intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the transaction should not be construed as any assurance with respect to the merits of the transaction or the likelihood of its completion.

Filing statement

In connection with the transaction and pursuant to the requirements of the TSX-V, Altina intends to file an information circular/filing statement on its issuer profile on SEDAR+, which will contain relevant details regarding the transaction, Altina, Aeonian and the resulting issuer.

Additional information

Trading in the common shares of Altina has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the TSX-V. There can be no assurance that trading of common shares of Altina will resume prior to the completion of the transaction. Further details concerning the transaction (including additional information regarding Aeonian) and other matters will be announced when a definitive agreement is reached.

About Altina Capital Corp.

Altina is a capital pool company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations and has no assets other than cash.

We seek Safe Harbor.