Mr. Jason Kosec reports

CARCETTI ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING, APPOINTMENT OF OFFICERS AND ESTABLISHMENT OF BOARD COMMITTEES

Carcetti Capital Corp. has released the results of its annual general and special meeting of shareholders held on Oct. 30, 2025. A total of 19,868,654 common shares, or 77 per cent of the company's issued and outstanding shares as of the record date of Sept. 25, 2025, were represented in person or by proxy at the meeting. In addition, the board of directors accepted the resignation of and appointed certain officers of the company as set forth below. The board also formed several board committees and appointed members to such committees.

Meeting results

Each of the matters to be voted on at the meeting was approved by the shareholders. Full details of each matter is set forth in the management information circular of the company dated Sept. 30, 2025, available on the company's SEDAR+ profile.

The table below sets forth the matters voted on by the shareholders at the meeting and the total number and percentage of votes cast in favour of each matter.

Resignation and appointment of officers

Glenn Kumoi has resigned as president, chief executive officer and chief financial officer of the company and will continue with the company as a director on the board and interim corporate secretary. Following the meeting, the board selected Robert Quartermain to be the lead director and appointed Jonathan Awde as executive chair, Jason Kosec as president and chief executive officer, Jon Case as chief financial officer, and Eric Tremblay as chief operating officer.

Mr. Kosec, incoming president and chief executive officer, said: "We thank Glenn for his contribution to the company in his previous roles and look forward to him continuing in his role as a director of the company. We are excited with the highly experienced management team the company is building and look forward to completing the acquisition of the Hemlo mine and establishing of a leading, growth-focused Canadian gold business."

Formation of board committees

In addition to the company's existing audit committee, the board approved the formation of an ESG (environmental, social and governance), health, safety and technical committee and renamed the existing compensation, nominating and governance committee to be the compensation committee.

The following directors were appointed to each of these board committees.

Audit committee:  Mr. Quartermain (interim chair), Audra Walsh and Richard Silas

Compensation committee:   Mr. Quartermain (chair), Ms. Walsh and Mr. Kumoi

ESG, health, safety and technical committee:  Ms. Walsh (chair), Mr. Quartermain and Mr. Kosec

Update regarding Hemlo acquisition

As disclosed in the company's news releases dated Sept. 10, 2025, Oct. 1, 2025, and Oct. 7, 2025, the company has entered into a definitive agreement to acquire a 100-per-cent interest in the Hemlo gold mine in Ontario, Canada, from wholly owned subsidiaries of Barrick Mining Corp. for $875-million in cash and 34.6 million common shares of the company payable at closing, plus up to $165-million in additional contingent cash payments tied to gold price thresholds.

The company continues to progress toward closing of the transaction, which is anticipated to occur in the fourth quarter of 2025. The closing of the transaction is subject to the receipt of certain regulatory and third party consents or approvals, including TSX Venture Exchange approval, and satisfaction of other customary closing conditions.

We seek Safe Harbor.