Mr. Thomas Ullrich reports

ASTON BAY ANNOUNCES STRATEGIC PARTNERSHIP FOR THE STORM COPPER PROJECT, NUNAVUT, CANADA

Aston Bay Holdings Ltd.'s Storm copper project joint venture partner, American West Metals Ltd., has entered into a strategic partnership and financing agreement with Ocean Partners Holdings Ltd. for the development of Storm, including financing of up to 80 per cent of the initial capital for development of the project.

In addition, Taurus Mining Royalty has agreed to advance the second tranche of the royalty payment (see June 24, 2024, Aston Bay news release).

The Storm copper project is a 20/80 unincorporated joint venture between Aston Bay and American West, the project operator. Aston Bay maintains a free carried interest until a decision to mine is made upon completion of a bankable feasibility study.

Highlights:

• Strategic partnership with Ocean Partners: Aston Bay's joint venture partner, American West Metals, has entered into a partnership and financing agreement with Ocean Partners, a global metal trading, technical advisory and financing company, for the development of the Storm copper project. Terms of the binding heads of agreement include:
  • Project financing: Ocean Partners will provide up to 80 per cent of initial capital for the development of the project through a senior secured loan facility, subject to a bankable feasibility study and formal documentation.
  • Offtake: Ocean Partners will enter into a binding offtake agreement, which secures Ocean Partners 100 per cent of the offtake of copper and silver products from the project for the near-surface copper mineralization at Storm; subject to this agreement, Ocean Partners will subscribe to a $2-million (U.S.) financing in American West.
  • Technical and copper market advisory: The American West/Ocean Partners strategic alliance will work together to optimize and advance the development activities to define the best outcomes for the project.
• $3.5-million (U.S.) royalty financing brought forward: Taurus Mining Royalty has agreed to advance the $3.5-million (U.S.) second tranche of the royalty payment, with payments to be made this month. Aston Bay will be allocated 20 per cent of the financing from the royalty payment ($996,000) with no restriction on the use of proceeds. The remainder of the royalty payment is allocated to American West to advance the Storm project.
• The new funds are to be used to advance the Storm copper project, including:
  • An expansion of exploration activities, including drilling at near-mine and regional exploration targets;
  • Prefeasibility study (PFS) and permitting activities to advance the development of the Storm project;
  • Securing of key, long-lead processing and mining equipment.

Thomas Ullrich, chief executive officer of Aston Bay, commented: "We are thrilled to announce this strategic partnership and funding package for the Storm copper project. Ocean Partners is an experienced global leader in ore sorting and direct shipping ore (DSO) copper project development; they bring both funding and the technical know-how to advance the project. The partnership speaks to the quality of the project and the American West/Aston Bay joint venture team, validation of the project, and highlights a low-risk pathway to potential development.

"Taurus's release of the second tranche of the royalty payment also speaks to their strong belief in the development and growth potential at Storm. The funding from both Ocean Partners and Taurus will be used by American West in a dual strategy of aggressive exploration coupled with project development during 2025. This is a significant milestone for the project and Aston Bay."

About Ocean Partners Holdings Ltd.

Ocean Partners offers a complete range of trading services for miners, smelters, refiners and metal consumers around the world. Working closely with global partners, Ocean Partners offers customized risk management solutions while linking clients to unique market opportunities.

Ocean Partners operates worldwide through strategic offices, agencies and partnerships. The Ocean Partners team has extensive backgrounds in mining, geology, metallurgy and finance, which includes significant experience within the DSO markets.

Strategic partnership key terms

The American West/Ocean Partners strategic partnership represents a significant step in securing the future of Storm and highlights the project's position as an emerging potential producer of high-quality copper and silver raw materials.

The long-term agreement with Ocean Partners follows an extensive due diligence process and further highlights Storm as a viable, low-risk, highly ESG-credentialled (environmental, social and governance) copper-silver growth story. Ocean Partners has a successful record of financing base metals projects utilizing ore sorting to produce a commercial DSO product, which will be valuable to enhancing the technical aspects of the development work at Storm.

The key terms of the Ocean Partners binding heads of agreement are set out below.

$2-million (U.S.) private placement in American West

Funds will be advanced to American West for the issue of ordinary shares subject to certain terms and conditions.

Project debt financing

Ocean Partners will work together with American West to arrange financing for the development of the Storm project. Ocean Partners will provide up to 80 per cent of the initial development capital for the Storm copper project subject to, amongst other things, the delivery of a bankable feasibility study and American West making a final investment decision in respect of the project.

Offtake agreement

Ocean Partners are granted exclusive right to 100 per cent of copper and silver products from the near-surface copper mineralization at Storm as currently outlined by American West.

American West and Ocean Partners will work together to optimize the economics and product specifications for the project. Pricing for the offtake will be based on market terms usual for transactions of this type.

The offtake agreement recognizes the high quality of the proposed Storm copper-silver products and Ocean Partners' belief in the development potential of the project.

Royalty payment tranche brought forward

Taurus has agreed to advance the second tranche of the $12.5-million (U.S.) royalty package entered into in 2024. No further conditions are required to be met for the second tranche to be paid.

The amount of $3.5-million (U.S.) will now be advanced by Taurus this month, with American West to receive $2.8-million (U.S.) and Aston Bay Holdings $700,000 (U.S.), with no use of proceeds restriction for Aston Bay.

For further details of the royalty package, see the June 24, 2024, Aston Bay news release.

Use of funds

The funds from the royalty and private placement will be used explicitly for exploration and development activities at the Storm copper project, including:

• Exploration along the 110-kilometre copper belt, including the drilling of regional targets such as the Blizzard and Tornado prospects;
• Expansion of the known resources;
• Resource definition at the Cirrus Deeps, Cyclone Deeps, Gap, Hailstorm, Squall and other high-grade copper prospects;
• PFS activities, including further metallurgical testing and process optimization, geotechnical drilling, project engineering, and costing studies.

Qualified person

Michael Dufresne, MSc, PGeol, PGeo, is a qualified person as defined by the National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the scientific and technical information in this press release.

About Aston Bay Holdings Ltd.

Aston Bay is a publicly traded mineral exploration company exploring for high-grade critical and precious metal deposits in North America.

The company is currently exploring the Storm copper property and the Epworth copper-silver-zinc-cobalt property in Nunavut. The company is also in advanced stages of negotiation on other lands with high-grade precious metal and critical metal potential in North America

The company and its joint venture partner, American West, and its wholly owned subsidiary, Tornado Metals Ltd., have formed a 20/80 unincorporated joint venture in respect of the Storm project property, which hosts the Storm copper project and the Seal zinc deposit. Under the unincorporated joint venture, Aston Bay shall have a free carried interest until American West has made a decision to mine upon completion of a bankable feasibility study, meaning American West will be solely responsible for financing the joint venture until such decision is made. After such decision is made, Aston Bay will be diluted in the event it does not elect to contribute its proportionate share and its interest in the Storm project property will be converted into a 2-per-cent net smelter return royalty if its interest is diluted to below 10 per cent.

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