Mr. Raphael Gaudreault reports

ARIANNE PHOSPHATE RECEIVES FINAL ACCEPTANCE FOR ITS PREVIOUSLY ANNOUNCED STRATEGIC INVESTMENT FROM A GLOBAL MINING COMPANY

Arianne Phosphate Inc. has received final acceptance from the TSX Venture Exchange for its previously announced financing by way of an unsecured convertible debenture from a global mining company. Please refer to the news release of Oct. 10, 2024, for more details about the investment.

Investment terms

Under the terms of the investment, the strategic investor purchased a convertible debenture in the principal amount of approximately $3.8-million, that matures in three years and bears interest at 9.5 per cent per annum. Interest payments are added to the principal amount of the convertible debenture and, as a result, no amounts are required to be repaid by Arianne until the maturity of the instrument. The strategic investor has the option, at any time, to convert (i) the principal amount of the convertible debenture at a price of 35 cents per common share and (ii) the accrued interest thereon at a price per share equal to the greater of (a) the conversion price and (b) the market price at the time the accrued interest is converted, as determined in accordance with the rules of the TSX Venture Exchange. Upon the strategic investor reaching an ownership of at least 3.0 per cent of the issued and outstanding common shares of Arianne (either through conversion, open market purchase or otherwise), the company will enter into an investor rights agreement with the strategic investor that will provide customary participation and top-up rights and a board nomination right.

The conversion price of the convertible debenture is subject to adjustments, including in the event that the company issues a convertible debenture or other similar debt-like instrument convertible into common shares to any person (other than the strategic investor or its affiliates) pursuant to a transaction that is not a common share reorganization, rights offering or capital reorganization, in any such case at an effective conversion or exercise price (net of all fees and commissions associated with such subscription) that is less than the conversion price applicable at the time of such issuance, in which case, upon closing of such third party debenture issuance: (i) the conversion price for the principal amount shall automatically be adjusted downwards to the greater of: (a) the third party debenture issuance price; and (b) 19 cents; and (ii) the conversion price for the accrued interest shall be equal to the market price at the time such amounts are converted into common shares, as determined in accordance with the rules of the TSX Venture Exchange, subject to the application of Policy 4.3 (Shares for Debt of the TSX Venture Exchange).

The convertible debenture purchased by the strategic investor is subject to a four-month hold period under applicable Canadian securities laws ending on Feb. 11, 2025.

About Arianne Phosphate Inc.

Arianne Phosphate is developing the Lac a Paul phosphate deposits located approximately 200 kilometres north of the Saguenay/Lac St. Jean area of Quebec, Canada. These deposits will produce a high-quality igneous apatite concentrate grading 39 per cent phosphorus pentoxide (P2O5) with little or no contaminants.

Qualified person

Raphael Gaudreault, Eng, qualified person by National Instrument 43-101, has approved the technical disclosure in this release. Mr. Gaudreault is also the company's chief operating officer.

We seek Safe Harbor.