File: Attachment Cavalry Advanced QT Initial News Release_vFinal.pdf

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Cavalry Capital Corp. Announces Letter of Intent for Proposed Business Combination with Advanced Energy Fuels Inc.

News Release - Vancouver, British Columbia May 16, 2025 Cavalry Capital Corp. (TSXV: CVY.P) ("Cavalry" or the "Company") is pleased to announce that it has entered into a letter of intent ("LOI") dated May 15, 2025, regarding a planned business combination (the "Transaction") with Advanced Energy Fuels Inc. ("Advanced Energy"). It is expected that upon completion of the Transaction, the combined entity (the "Resulting Issuer") will meet the listing requirements for a Tier 2 Mining issuer under the policies of the TSX Venture Exchange (the "TSXV"). The Transaction is intended to constitute the "Qualifying Transaction" of Cavalry, as such a term is defined in Policy 2.4 "Capital Pool Companies" of the TSXV.

General Information on Advanced Energy Fuels

Advanced Energy is a private company incorporated under the laws of Delaware on July 17, 2024.

Advanced Energy is a battery materials company currently active in Australia and the United States, specifically at the South Woodie Woodie Manganese Project in Western Australia, and the Fluorite Ridge Project in New Mexico, USA. Advanced will, subject to the completion of the Transaction, continue to be active in Western Australia as it advances the South Woodie Woodie Manganese Project. Non-Arm's Length Parties (as defined in the policies of the TSXV) of the Company do not hold any direct or indirect beneficial interest in Advanced Energy.

Advanced Energy holds an option to acquire 100% of the South Woodie Woodie Manganese Project located in the Pilbara Region (the "SWWM Project"). The SWWM Project has undergone extensive technical evaluation, including two JORC Code (2012 Edition) compliant Mineral Resource Reports, an independent mine study, and advanced processing development focused on flowsheet optimization and battery precursor testwork. Advanced Energy will exercise the option and complete its acquisition of the SWWM Project as a condition to the completion of the Transaction. Subject to the completion of the Transaction, the Resulting Issuer will continue to be active in Western Australia as it advances the SWWM Project, as well as in New Mexico through its Fluorite Ridge Project, which is non-material.

Advanced Energy has appointed an independent qualified person to undertake a conversion of the current JORC Code compliant Mineral Resource Report in respect of the SWWM Project to a National Instrument 43-101 compliant report.

Immediately prior to the completion of the Transaction, Advanced Energy will have 18,428,271 common shares ("Advanced Common Shares") issued and outstanding and no other securities will be issued or outstanding.

Advanced Energy has an experienced board and leadership team with global multidisciplinary experience, headed by Executive Director, Gary Lewis and Technical Director John Levings. Messrs. Lewis and Levings have worked together since 2008 when they were respectively Managing Director and Technical Director of ASX-listed Robust Resources Limited. Since that time Mr. Lewis has been working in the critical minerals sector, culminating in the listing of his private company, Electric Metals (USA) Limited in 2021. Mr. Levings is an accomplished economic geologist who has led teams globally into major discoveries, project acquisitions and developments.

Capitalization of Cavalry

Cavalry currently has 6,462,500 common shares ("Cavalry Shares") outstanding and securities exercisable or exchangeable into an additional 1,010,188 Cavalry Shares, being: (i) 613,938 incentive stock options exercisable at a price of $0.05 per Cavalry Share; and (ii) 396,250 agent's warrants exercisable at $0.10 per Cavalry Share.

Terms of the Transaction

The Transaction is expected to be completed by way of a three-cornered amalgamation, share purchase, share exchange or alternate transaction to be determined with input from the legal and tax advisors to each of Cavalry and Advanced, which will result in Advanced becoming a wholly-owned subsidiary of Cavalry.

Upon the satisfaction or waiver of the conditions set out in the definitive transaction agreement to be entered into by Cavalry and Advanced Energy (the "Definitive Agreement"), the following, among other things, will be completed in connection with the Transaction:

a) Cavalry will complete a consolidation of its outstanding share capital (the "Consolidation") on the basis of 1.66 pre-Consolidation Cavalry Shares for each post-Consolidation Cavalry Share. After the Consolidation, Cavalry will have 3,893,072 Cavalry Shares, 369,842 options, and 238,705 warrants outstanding;

b) Cavalry will issue 18,428,271 post-Consolidation Cavalry Shares to the former holders of Advanced Common Shares (the "Purchase Price");

c) Cavalry will complete a private placement of at least 10,000,000 units (the "Units") at $0.25 per Unit for gross proceeds of at least $2,500,000 ("Private Placement"). Each Unit will be comprised of one post-Consolidation Cavalry Share and one common share purchase warrant ("Cavalry Warrant"). Each Cavalry Warrant will be exercisable for a period of two years to purchase one post-Consolidation Cavalry Share at an exercise price of $0.35 per share. The proceeds of the Private Placement will be used to advance the South Woodie Woodie Manganese Project, with the intention of completing a Pre-Feasibility Study ("PFS") on the Project;

d) Advanced Energy will exercise the option to acquire a 100% interest in the SWWM Project by issuing to the vendor the higher of 6,000,000 post-Consolidation Cavalry Shares and that number of Post-Consolidation Cavalry Shares which when added to the 2,000,000 Cavalry Shares to be issued to the vendor as an existing holder of Advanced Energy Common Shares, is equal to not less than 20% of the total post-Consolidation Cavalry Shares outstanding on a post-Transaction basis (the "SWWM Acquisition");

e) the management and board of directors of the Resulting Issuer will be comprised of three nominees from Advanced Energy and two nominees from Cavalry. The management and board of directors will be announced in further press releases; and

f) Cavalry will change its name to such name as determined by Advanced Energy in its sole discretion, in compliance with applicable law and as may be acceptable to the TSXV.

Following the execution of a Definitive Agreement, a more comprehensive news release will be issued by Cavalry disclosing further details of the Transaction, including financial information respecting Advanced and details of insiders and proposed directors and officers of the Resulting Issuer.

No finder's fees are payable in connection with the Transaction.

Conditions of the Transaction

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including: (i) the satisfactory completion of due diligence by each of Cavalry and Advanced Energy; (ii) entry into the Definitive Agreement; (iii) receipt of all required approvals and consents relating to the Transaction, including without limitation, any required approvals of the shareholders of Cavalry and Advanced Energy, required approval of the TSXV and other approvals under applicable corporate or securities laws; (iv) completion of the Private Placement; (vi) completion of the SWWM Acquisition; and (v) the TSXV's approval for listing the shares of the Resulting Issuer.

Sponsorship of Transaction

Sponsorship of a qualifying transaction of a Capital Pool Company is required by the TSXV unless exempt in accordance with the policies of the TSXV. Cavalry intends to apply for such an exemption.

Trading Halt

Trading in the securities of Cavalry will be halted until the completion of the Transaction.

For further information please contact:

Cavalry Capital Corp. Brandon Bonifacio, CEO Phone: (778) 389-5056

Advanced Energy Fuels Inc. Gary Lewis, Executive Director Phone: (+61 422 880 055)

Technical information in this press release regarding the mineral projects of Advanced Energy was reviewed and approved by Mr. John Levings, BSc, FAusIMM. who is a Fellow of The Australasian Institute of Mining and Metallurgy (FAusIMM), and Technical Director of Advanced Energy, and is a qualified person as defined in NI 43-101 Standards of Disclosure for Mineral Projects.

All information in this press release relating to Advanced has been provided by Advanced and is the sole responsibility of Advanced.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Cautionary Note

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release. Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to Advanced Energy Fuels expected development plans, the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Purchase Price, the name change of the Company, the Private Placement, the use of proceeds of the Private Placement, and the proposed directors and officers of the Resulting Issuer. The information about Advanced Energy contained in the press release has not been independently verified by Cavalry. Although Cavalry believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Cavalry can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Transaction, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Transaction, the name change of the Company, the Private Placement, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on Cavalry's due diligence and the receipt of tax, corporate and securities law advice for both Cavalry and Advanced Energy. The statements in this press release are made as of the date of this press release. Cavalry undertakes no obligation to comment on analyses, expectations or statements made by third- parties in respect of Cavalry, Advanced Energy, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the Transaction will be completed or, if completed, will be successful.