Mr. George Young reports

ALTAIR RESOURCES ANNOUNCES AN OPTION TO ACQUIRE THREE ADVANCED GOLD AND SILVER EXPLORATION PROJECTS IN THE TONOPAH DISTRICT, NEVADA

Altair Resources Inc. has entered into an option and acquisition agreement dated Nov. 22, 2023, with arm's-length parties Electric Metals (USA) Ltd. (EMPL ParentCo) and its wholly owned subsidiaries Electric Metals (USA) Pty. Ltd. (EMPL) (EMPL ParentCo and EMPL collectively referred to as the vendor), North American Silver Corp. (NAS) and Centennial Mining Inc. in connection with the option to acquire up to 100 per cent of the issued and outstanding shares of NAS by the company. NAS owns Centennial, which holds mineral rights and rights to acquire mineral rights in the state of Nevada in the United States.

The agreement, which is subject to the approval of the TSX Venture Exchange and is considered an arm's-length transaction in accordance with applicable securities legislation, provides Altair with an option to acquire the right to earn into the 9,429-acre Corcoran Canyon gold-silver project along with the Belmont gold-silver project and the Belmont North gold-silver project in the Tonopah district in Nye county, Nevada, from EMPL.

Corcoran hosts an exploration project covering a hill known as Silver Reef, an outcropping area of silver-gold-mineralized alteration on the Toquima calder margin, which also hosts another four or more mineralized prospects within the Corcoran project, which have had negligible historical exploration work completed.

Belmont and Belmont South cover the areas of prolific historic silver districts in Nevada, which were mined primarily from surface workings. Both Belmont and Belmont South remain untested by drilling along trend and at depth.

The company believes there is potential in the area with numerous untested geophysical anomalies and unknown downdip extensions to the old mines.

Terms of the transaction

Following the completion of the first year's payments and required expenditures under the earn-in schedule more particularly described below, at any time thereafter, the company has the option to purchase the 100-per-cent interest in the properties for $6-million (plus, if not paid already under the terms of the agreement, $96,343 (U.S.) with respect to the replacement of certain bond instruments).

Under the agreement, to acquire a 70 per cent of the issued and outstanding shares of NAS, Altair must:

• Make the cash payments and issue shares as follows:
  • On or before the date which is 30 days following the effective date of the agreement, pay either EMPL or NAS, as directed by EMPL, $435,052 in cash;
  • On or before the first anniversary of the effective date, pay either EMPL or NAS, as directed by EMPL, $472,500 in cash and issue such number of shares of Altair as is equal in value to $500,000;
  • On or before the second anniversary of the effective date, pay either EMPL or NAS, as directed by EMPL, $96,343 (U.S.) in cash, which shall be used with respect to the replacement of certain bond instruments, and issue such number of shares as is equal in value to $1.5-million;
  • On or before the third anniversary of the effective date, issue to either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2-million;
• Make the following expenditures in connection with the option:
  • On or before the first anniversary of the effective date, Altair shall have incurred expenditures equal to or greater than $622,448 for such period;
  • On or before the second anniversary of the effective date, Altair shall have incurred additional expenditures equal to or greater than $2.4-million for such period;
  • On or before the third anniversary of the effective date, Altair shall have incurred additional expenditures equal to or greater than $2.75-million for such period.

Upon earning 70 per cent of the issued and outstanding shares of NAS, to earn the remaining 30 per cent of the issued and outstanding shares of NAS, Altair must, on or before the fourth anniversary of the effective date:

• Issue either EMPL or NAS, as directed by EMPL, such number of shares as is equal in value to $2.5-million;
• Incur additional expenditures equal to or greater than $3-million for such period.

The issue price of any Altair shares to be issued as provided for above in consideration of Altair earning the up-to-100-per-cent interest in NAS will be calculated at the market value of the Altair shares based on the lesser of: (i) the 10-day volume-weighted average trading price of the Altair shares on the exchange on the fifth day immediately prior to date of issuance of such Altair shares; and (ii) the price per Altair share in the most recent financing of Altair prior to the relevant issues date, provided that in each case, such price shall not be less than the maximum discounted price permitted by the policies of the exchange; and provided further that in no case shall the price at which any of the Altair shares is issued be less than 10 cents on a postconsolidated basis.

In addition, if the issuance of any of the Altair shares would materially affect control (as defined in the rules and policies of the exchange) of Altair and/or result in EMPL becoming a control person of Altair (as defined in the rules and policies of the exchange), such Altair shares in excess of the relevant threshold will be satisfied by a cash payment for the required value of the Altair shares above the applicable threshold amount.

In the event that Altair earns a 70-per-cent interest in NAS but decides to withdraw from the option to acquire a 100-per-cent interest in NAS, Altair and EMPL shall negotiate in good faith and enter into a joint venture shareholders agreement, which will set forth the agreement of the parties regarding the formation and principal terms and conditions of the joint venture, which shall become effective immediately.

Pursuant to the terms of the agreement, in connection with the issuance of the shares to EMPL or NAS, as directed by EMPL, Altair and EMPL ParentCo will enter into an investor rights agreement. Under the investor rights agreement, until the second anniversary of the effective date of the investor rights agreement, EMPL ParentCo will have the right to nominate one individual for appointment or election as a director of Altair, and following this initial two-year period, EMPL ParentCo shall be entitled to nominate one EMPL ParentCo nominee for appointment or election as a director of Altair, so long as EMPL ParentCo holds at least 5 per cent of the issued and outstanding shares of Altair. During such time in which EMPL ParentCo has a nomination right, the number of Altair directors shall not exceed four. In addition, under the investor rights agreement, EMPL ParentCo will have certain rights and privileges, including certain participation and top-up rights to permit EMPL ParentCo to acquire common shares on a pro rata basis in the future to maintain its ownership position, and require that Altair form a technical committee to include one EMPL ParentCo nominee appointed to such committee and act as chair of such committee, with the Altair board fairly and fully considering recommendations made by such committee.

In connection with the closing of the proposed the transaction, subject to exchange approval, Altair will undertake the following transactions, further details of which will be announced by subsequent news release:

• Convert all debt owed to Altair directors and officers into common shares in the capital of Altair, in accordance with the policies of the exchange and all applicable legislation, including the related-party transaction requirements under Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions);
• Upon completion of the debt settlement, consolidate the then outstanding share capital on the basis of one new common share for each 10 then existing common shares;
• Complete, concurrently, with the closing of the transactions contemplated by the agreement, a non-brokered financing in the context of the market, for gross proceeds to provide funds sufficient to close the transaction and to finance the first year's property payment, expenditure obligations, work commitments and working capital.

George S. Young, chairman and chief executive officer of Altair, said: "We are delighted with the opportunity to have an option to acquire the Corcoran Canyon silver-gold project due to its proximity to other major producing deposits. This option represents tremendous value to the Altair shareholders and ties in nicely with our Simon Silver project. Combined, these two silver-gold projects bring tremendous potential to add notable value for our shareholders, and I look forward to progressing forward with the due diligence and delineation of these attractive projects."

The stock will remain halted pending exchange review of the transactions announced herein.

About Altair Resources Inc.

Altair (TSX Venture Exchange: AVX) has a primary focus of targeting the exploration, acquisition and development of gold and silver projects in Nevada, including the Simon project.

We seek Safe Harbor.