Mr. George Sookochoff reports

BELMONT RESOURCES SHAREHOLDERS OVERWHELMINGLY APPROVE CHANGE OF CONTROL RESOLUTION

At the special meeting of Belmont Resources Inc. shareholders held on May 30, 2025, shareholders overwhelmingly approved the change of control resolution, with 99.99 per cent of votes cast in favour.

Financing and change of control

By news release dated April 3, 2025, the company announced its intention to undertake a private placement of up to 30.3 million common shares at 4.5 cents per share for gross proceeds of $1,363,500. The company closed a first tranche as to $180,000 on April 8, 2025.

Policy 4.1, Private Placements, of the TSX Venture Exchange corporate finance manual requires shareholder approval where a transaction results in a shareholder or combination of shareholders holding or controlling 20 per cent or more of the company's shares (a control person). The company anticipates that, upon completion of the financing, three investors, HMS Bergbau AG, ERAG Energie & Rohstoff AG PCC, and LaVo Verwaltungsgesellschaft MBH, will, on a combined basis, comprise a control person within the meaning of Policy 4.1. To fulfill the requirements of Policy 4.1, the company held a special general meeting on May 30,2025, at which the resolution was presented to shareholders to approve, on a disinterested basis, excluding any shares held by the new control person and its associates and affiliated.

About the strategic investors

HMS is a leading independent commodity trading company in Germany, with $1.55-billion (U.S.) in sales for 2024. HMS is publicly traded on the Deutsche Borse (HMU), Berlin Stock Exchange (HMUG), and Frankfurt Stock Exchange (HMU.DE). In July, 2023, HMS Bergbau acquired two majority stakes with mining and exploration licences for lithium, cobalt, nickel, tantalum and rare earths in the Alatau region of Kazakhstan (news release from July 11, 2023, HMS Bergbau AG acquires majority shareholdings in Kazakhstan).

Dennis Schwindt is the chief executive officer and Jens Moir is the chief financial officer. HMS currently holds 9.2 million common shares (approximately 9 per cent of shares outstanding) and intends to subscribe for 15 million additional shares through the private placement.

ERAG is a private investment holding company based in Vaduz, Liechtenstein. ERAG is focused on commodities, including energy, mining and raw materials.

Dr. Lars Schernikau is a control person of ERAG. ERAG currently holds 14 million common shares (approximately 13.7 per cent of shares outstanding) and intends to subscribe for four million additional shares

LaVo is a private investment company based in Berlin, Germany. Michaela Schernikau, Heinz Schernikau, Dr. Lars Schernikau, Yvonne Oestreich are the shareholders. Mrs. Schernikau, Mr. Schernikau, Dr. Schernikau and Mrs. Oestreich are related.

LaVo currently holds no common shares and intends to subscribe for 7.3 million shares through the private placement.

The company intends to use the gross proceeds of the financing for working capital.

Now that shareholder approval has been obtained, the company will now apply to the TSX Venture Exchange for approval to close and issue the securities. All securities to be issued shall be subject to a hold period expiring four months and one day from their date of issuance. Completion of the financing and the issuance of the securities remain subject to receipt of all necessary regulatory approvals, including the approval of the TSX-V.

Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the company will be relying on Section 5.5(g), Financial Hardship, and this transaction is exempt from the formal valuation requirements of MI 61-101. The company did not file a material change report 21 days prior to the closing date of this private placement as details of the respective participation of such insiders in the financing was unknown at such time.

Summary

George Sookochoff, president and CEO of Belmont Resources, stated: "Shareholders' approval of a change of control signals a new phase for Belmont, unlocking several pathways for growth and value creation. By endorsing this change, shareholders enable the company to attract and secure strategic European partners who are willing to commit capital and resources to advance Belmont's projects. This influx of investment not only accelerates current initiatives but also strengthens the company's financial foundation for future exploration and development.

"Additionally, these new strategic partners bring global networks and expertise, which can open doors to international markets and new mineral project opportunities. Access to such networks enhances Belmont's ability to identify, evaluate and acquire promising mineral assets worldwide, diversifying its portfolio and reducing reliance on any single project or region.

In summary, shareholder approval of the change of control empowers Belmont to leverage new capital, expertise and global connections, positioning the company for accelerated growth, expanded project opportunities and increased long-term value for shareholders."

About Belmont Resources Inc.

Belmont has assembled a portfolio of highly prospective copper, gold, lithium, uranium and rare earths projects located in British Columbia, Saskatchewan, Washington and Nevada.

We seek Safe Harbor.