Mr. Marco Gagnon reports

ARIANNE PHOSPHATE EXTENDS ITS CREDIT FACILITIES

Arianne Phosphate Inc. has entered into an agreement as at the date hereof with its senior secured lender, Mercury Financing Corp., to extend until Sept. 30, 2027, its three existing credit facilities, respectively, dated Aug. 21, 2012, July 29, 2013, and Oct. 20, 2015, as subsequently amended. The extended secured credit facilities are in the aggregate amount of $26,328,001 and were set to expire on March 31, 2026. The aggregate amount of the loan includes an aggregate amount of $1,850,873 in accrued interest payable in common shares of the company as detailed below. These credit facilities will continue to bear interest at an annual rate of 8 per cent, with all interest capitalized through maturity. The extension is subject to the parties executing definitive agreements in connection with the transactions contemplated under the 2026 letter agreement by no later than March 31, 2026.

"Mercury's willingness to extend Arianne's credit facility should be taken as a very positive sign by investors," said Marco Gagnon, executive chairman of Arianne. "In particular, the fact that many of the terms of the facility are tied to the performance of the company's equity by way of common shares and warrants allows for the alignment of interests by all parties involved. It also validates the importance of recent corporate events over the last few months, including the extension of Arianne's permit and production of a very-high-purity phosphate concentrate, allowing us to target specialty applications like the LFP battery."

Highlights of the agreement with Mercury:

• The company has agreed to pay the accrued interest on the loan from April 1, 2025, up to the 2026 letter agreement in common shares at a price of 26 cents, for a total of 7,118,742 common shares in full and final payment of such accrued interest. The company has also agreed to pay the accrued interest on the loan from the 2026 letter agreement to the closing date in common shares at a price per share equal to the closing market price of the common shares on the TSX Venture Exchange on the date immediately prior to the closing date.
• The company will issue 10 million common shares to the lender on the closing date. The lender has agreed to the following voluntary hold periods: five million 2026 shares subject to a voluntary hold period of six months from the closing date; and five million 2026 shares subject to a voluntary hold period of nine months from the closing date. In the event that the company completes an equity financing following the closing date, the voluntary hold period shall be reduced to the lesser of (a) the period of time remaining under the voluntary hold period and (b) the regulatory hold period, if any, applicable to the securities issued by the company under such equity financing. Furthermore, the voluntary hold period shall automatically terminate in the event of a merger, amalgamation, acquisition, disposition, arrangement or other business combination transaction involving Arianne. The company will issue 25 million non-transferable warrants entitling the lender to acquire the same number of common shares at a price of 28 cents per share until Sept. 30, 2027, subject the requirements under the policies of the TSX Venture Exchange in the event of a total or partial voluntary repayment of the loan by Arianne within the first year following the closing date. Furthermore, the lender shall not be entitled to exercise such aggregate number of 2026 warrants that would result in the lender holding, following such exercise, on a partially diluted basis, more than 19.9 per cent of the issued and outstanding common shares of the company. The lender shall nevertheless be entitled to exercise the 2026 warrants without the limitations of these warrant exercise restrictions applying in the event of a business combination transaction. In the event of a transaction of the company resulting in the creation of a new control person (as defined in the policies of the TSX-V) and requiring the company to obtain disinterested shareholder approval in connection with such transaction, the company shall also request the approval of its disinterested shareholders in order to remove the warrant exercise restrictions from said 2026 warrants, thereby entitling the lender to become a control person of the company.
• For as long as the loan remains outstanding, the lender shall have the right to designate a nominee for appointment to the board of directors of the company, and such nominee shall be appointed as a member of the human resources and corporate governance committee.
• Arianne agrees to pay to the lender an additional production fee of 25 cents per metric ton of phosphate concentrate sales for the life of the project, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which can be repurchased at any time for a lump-sum payment of $2.25-million. Should Arianne fail to reimburse the loan in full on or before March 31, 2027, the company agrees to pay to the lender an additional production fee of 25 cents per metric ton of phosphate concentrate sales, including any non-arm's-length sales or in connection with any non-arm's-length transformation of such phosphate concentrate, which additional production fee can be repurchased at any time for a lump-sum payment of $2.25-million.

The credit facility extension and other transactions contemplated under the 2026 letter agreement remain subject to TSX-V approval. Furthermore, the interest payment shares, the 2026 shares and the 2026 warrants will be subject to a regulatory hold period of four months and one day from their date of issuance.

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 P2O5 with little or no contaminants (feasibility study released in 2013). The company has 213,714,811 shares outstanding.

Qualified person

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

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