Mr. Jon Bridgman reports

BIRD RIVER ANNOUNCES ENTRY INTO BINDING LETTER OF INTENT FOR MINING ASSETS LOCATED IN MEXICO

Bird River Resources Inc. has entered into a binding letter of intent effective Dec. 10, 2025, with Analog Gold Inc., a private corporation existing under the laws of the State of Delaware, whereby the company will acquire certain assets from Analog, comprising: (i) Analog's wholly owned subsidiary and a corporation existing under the laws of Mexico (Mexico HoldCo); and (ii) Analog's interest to receive royalties in relation to the San Miguel project.

Mexico HoldCo is the owner of the Tres Oros mine, located in Mexico, and is the indirect owner of the Tadeo mill plant, located in Mexico.

About Tres Oros and the Tadeo mill

Tres Oros and the Tadeo mill are located approximately 47 kilometres (km) south of the Mazaltan, Mexico, with the Tres Oros claim comprising approximately 150 hectares. Ore is processed at the Tadeo mill, of which the mill has been refurbished and has the capacity to process 600 tons per day. Trial production has commenced at the Tadeo mill from ore sourced from third parties; over 16,000 tons of ore has been successfully processed in Q4 (fourth quarter) 2025 to date at the Tadeo mill.

Transaction summary

Pursuant to the terms of the letter of intent, Bird River will acquire the target assets in consideration for an aggregate purchase price of $28-million, comprising: (a) the assumption of approximately $1.68-million in liabilities of Analog, which become payable to certain directors and officers of Analog upon completion of the transaction (as a change of control transaction of Analog), of which will be settled at the sole election of Bird River either by: (i) the issuance of 16 million common shares of Bird River at a deemed price of 10.5 cents per Bird River share and/or (ii) a lump-sum cash payment; and (b) the issuance of 266,666,666 Bird River shares at a deemed price of 10.5 cents per Bird River share.

The purchase price shall be adjusted as of closing in accordance with certain purchase price adjustment metrics pursuant to the terms of the letter of intent. It is anticipated that the consideration shares to be issued to Analog will be immediately redistributed to the Analog shareholders, such that there will be no new control blocks or insiders created as of completion of the transaction. It is anticipated that any liabilities assumed by the company in connection with the purchase of the target assets will not constitute as long-term debt. There will be no change in the board of directors of Bird River and there will be no change of management in connection with the transaction. No finders' fees are payable in connection with the transaction.

The transaction will result in a fundamental change (as such term is defined under the policies of the Canadian Securities Exchange) of Bird River, as Bird River's primary business as of closing will become conducting exploration activities of Tres Oros and operating the Tadeo mill. The transaction is subject to the approval of the CSE and the company will be seeking approval of the transaction from its shareholders in accordance with the policies of the CSE; a disclosure document with respect to the transaction will be mailed to shareholders and posted on the company's SEDAR+ profile. Trading in the Bird River shares has been halted and is expected to remain halted pending the satisfaction of the listing requirements of the CSE. There can be no assurance that the trading of Bird River shares will resume prior to the completion of the transaction.

Closing of the transaction is subject to a number of conditions precedent, including, but not limited to: due diligence investigations, negotiation of a definitive agreement between the parties, completion of a technical report with respect to Tres Oros pursuant to National Instrument 43-101, Standards of Disclosure for Mineral Projects, completion of the concurrent financing (as defined herein), and receipt of all shareholder and regulatory approvals. There is no assurance all of the conditions will be satisfied or that the transaction will be completed.

Concurrent financing

Concurrent with the transaction, Bird River will complete a private placement financing of securities of Bird River for gross proceeds of up to $5-million or such greater amount as may be required to meet CSE continuous listing requirements, at a price to be determined in accordance with the policies of the CSE. The company anticipates issuing a subsequent news release once the terms of the concurrent financing are finalized.

Multilateral Instrument 61-101

The issuance of the consideration shares to shareholders of Analog will result in the issuance of consideration shares to certain officers and directors of the company, and therefore, the transaction is considered a non-arm's-length transaction and will constitute a related party transaction as such term is defined by MI 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemption from the formal valuation requirement pursuant to Subsection 5.5(b) of MI 61-101, for the issuance of the consideration shares, as the consideration shares are not listed on a specified market, as determined in accordance with MI 61-101, and the company is relying on the exemption from obtaining minority shareholder approval pursuant to Subsection 5.7(1)(a) of MI 61-101, as the fair market value of the consideration shares to be issued to the insiders is not expected to exceed 25 per cent of the market capitalization of the company.

Operating financing

In addition, Bird River intends to complete a non-brokered private placement financing to raise gross proceeds of up to $1.5-million at a price of 10.5 cents per Bird River share through the issuance of up to 14,285,714 Bird River shares. The operating financing is independent of and not conditional on completion of the transaction.

The company intends to use the net proceeds from the operating financing for general corporate and working capital purposes. The Bird River shares to be issued in connection with the operating financing will be subject to a statutory hold period of four months and one day.

About Bird River Resources Inc.

Established in 1958, Bird River is a Winnipeg, Man.-based diversified resource company that currently holds a net royalty smelter interest in a platinum palladium property in the Bird River Sill area of northeastern Manitoba near the Ontario border. Management and the board of directors are currently focused on the resource industry.

We seek Safe Harbor.