Mr. Ernest Mast reports

DORE COPPER AND CYGNUS METALS ENTER INTO ARRANGEMENT AGREEMENT TO CREATE STRATEGIC CRITICAL MINERALS COMPANY

Dore Copper Mining Corp. entered into a definitive arrangement agreement on Oct. 14, 2024, with Cygnus Metals Ltd. to combine their respective businesses in a merger of equals transaction, pursuant to which Cygnus has agreed to acquire 100 per cent of the issued and outstanding common shares of Dore Copper by way of a court-approved plan of arrangement under the Canada Business Corporation Act.

This transaction will create a Quebec-focused critical mineral explorer and developer with high-grade copper and lithium resources. The merger of equals will bring together proven members of management with strong capital market experience, project development, mine building and operational expertise, and a proven record of mineral discoveries.

Pursuant to the terms of the agreement, holders of Dore Copper shares will receive 1.8297 ordinary shares of Cygnus in exchange for each Dore Copper share held immediately prior to the effective time of the transaction. The exchange ratio is based on an approximate five-day volume-weighted average price of Dore Copper shares on the TSX Venture Exchange and Cygnus shares on the Australian Stock Exchange (ASX) as at Oct. 11, 2024. This represents an implied value of 14.1 cents per Dore Copper share and an implied equity value for Dore Copper of $24-million. As of the date of the agreement, existing shareholders of Dore Copper and shareholders of Cygnus will own approximately 45 per cent and 55 per cent, respectively, of the outstanding Cygnus shares following completion of the transaction (before taking into account the Cygnus equity raise (as defined herein)). In connection with the transaction, Cygnus intends to complete an equity raise of Cygnus shares for aggregate gross proceeds of up to a maximum of $11-million (Australian) (with a minimum of $5-million (Australian)). The net proceeds of the Cygnus equity raise are expected to be used for, among other things, advancing the Chibougamau project (assuming the transaction is completed) and Cygnus's James Bay lithium projects. Pursuant to the agreement, Cygnus has covenanted to use commercially reasonable best efforts to complete the Cygnus equity raise.

Transaction strategic rationale:

• Diversified pipeline and geographical synergies: The addition of Cygnus's quality lithium projects in James Bay, Quebec, including Pontax, Auclair and Sakami, to Dore Copper's high-grade copper assets, expands the asset portfolio of the combined company and provides an opportunity to leverage potential geographical synergy between the lithium properties and Dore Copper's processing facility near Chibougamau.
• Strong combined management: The combined company is expected to benefit from the unique combination of Cygnus's and Dore Copper's management teams providing for strong capital market experience and proven exploration success, project development and operational expertise.
• Capital market presence and financial strength: As Cygnus intends to apply for and obtain the listing of the Cygnus shares on the TSX-V as a condition to closing, the transaction represents an opportunity to elevate the global profile and capital markets presence of the combined company with a dual ASX and TSX-V listing.
• Supported transaction: The transaction is supported by Dore Copper's largest shareholders and key strategic investors, Ocean Partners Holdings Ltd. and Equinox Partners Investment Management LLC, as well as its directors and officers, who have entered into voting support agreements.

Dore Copper president and chief executive officer Ernest Mast commented: "The Dore Copper team is looking forward to working with the Cygnus team to create a critical metals company and to maximize the value of our quality assets in Chibougamau. This merger will provide the funding, additional expertise and the strategy to generate superior shareholder returns through brownfields exploration and to implement a profitable hub and spoke operation in the Chibougamau mining camp."

Cygnus executive chairman David Southam stated: "This merger is an exceptional opportunity to create value for both groups of shareholders. By combining the proven exploration and management skills of the Cygnus team with the high-grade copper resources and immense upside potential at the Chibougamau properties, we have the potential to unlock substantial value. We intend to devise and implement an aggressive exploration program, utilizing highly experienced geologists and the latest technology, with the aim of driving strong resource growth at a time when the world desperately wants more copper from Tier 1 locations.

"Being able to combine our skill sets with a Quebec-based team who has experience in building large resource projects with support from the local communities also provides us with those local connections and experience to assist in advancing our lithium projects in a better macro environment."

Benefits to Dore Copper shareholders:

• Enhanced liquidity: The increased size of the combined company and anticipated dual listing (ASX and TSX-V) of the Cygnus shares is expected to provide for greater liquidity and access to additional capital markets for shareholders of the combined company.
• Diversification of asset base: Dore Copper shareholders will gain exposure to Cygnus's quality lithium projects in James Bay, Quebec, including the Pontax project, with its JORC (Joint Ore Reserves Committee) mineral resource estimate, while retaining participation in any future upsize from the Chibougamau high-grade copper assets and Dore Copper's exploration portfolio.
• Pathway for accelerated exploration to enhance hub and spoke operation model: It is expected that the combined company will systematically explore the Chibougamau mining camp using modern exploration techniques and geophysics with the objective of growing the resource inventory.
• Leveraging Cygnus team proven record of success in both exploration, development and production companies: The Cygnus team has been involved in certain transactions which returned significant shareholder value over time such as Bellevue Gold, Mincor Resources, Firefly Metals Ltd., Andean Silver Ltd., Ramelius Resources and Kidman Resources.

Summary of transaction terms

Pursuant to the terms and conditions of the agreement, Dore Copper shareholders will receive 1.8297 fully paid Cygnus shares for each Dore Copper share held immediately prior to the effective time, implying a consideration of 14.1 cents per Dore Copper share. In addition: (i) all outstanding stock options of Dore Copper immediately prior to the effective time shall be exchanged for replacement options of Cygnus and exercisable to acquire such number of Cygnus shares at such exercise price in accordance with the exchange ratio; (ii) all outstanding deferred share units of Dore Copper immediately prior to the effective time (whether vested or unvested) will be deemed to have been unconditionally vested and immediately redeemed and cancelled in consideration for Dore Copper shares prior to the exchange for Cygnus shares; and (iii) all outstanding warrants of Dore Copper will be adjusted in accordance with their terms and become exercisable, based on the exchange ratio, to purchase Cygnus shares on substantially the same terms and conditions.

The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require the approval of: (a) at least 66-2/3rds per cent of the votes cast by Dore Copper shareholders; and (b) if necessary, a simple majority of the votes cast by Dore Copper shareholders, excluding certain related parties as prescribed by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, in each case, voting in person or represented by proxy at a special meeting of Dore Copper shareholders to consider the transaction. The Dore meeting is expected to be held in December, 2024.

Dore Copper's major shareholders, Equinox Partners and Ocean Partners, and each director and officer of Dore Copper, representing, in the aggregate, approximately 61.34 per cent of the issued and outstanding Dore Copper shares, have entered into voting support agreements with Cygnus, pursuant to which each of them has agreed to, among other things, vote in favour of the transaction at the Dore meeting.

The agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Cygnus's and Dore Copper's businesses. The agreement also provides for customary deal protection provisions, including fiduciary-out provisions, non-solicitation covenants and a right to match any superior proposal as defined by the agreement as well as a termination fee payable to Cygnus in certain circumstances.

Completion of the transaction is subject to customary conditions, including, among others, court approval, regulatory approval and Dore Copper shareholder approval. In addition to customary closing conditions, the transaction is also subject to the receipt of conditional approval of the TSX-V for the listing of the Cygnus shares.

Subject to the satisfaction (or waiver) of all conditions to closing set out in the agreement, it is anticipated that the transaction will be completed in December, 2024. Upon closing of the transaction, it is expected the Dore Copper shares will be delisted from the TSX-V.

Further information regarding the transaction will be included in a management information circular to be delivered to Dore Copper shareholders in connection with the Dore meeting. Copies of the circular, the agreement, the voting support agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+.

Board of directors and management

Upon closing of the transaction, it is presently anticipated that the board of the combined company will comprise three directors from each of Cygnus and Dore Copper. In addition, it is expected that Mr. Southam, current executive chair of Cygnus, will remain as executive chair of the combined company and Mr. Mast, current president and chief executive officer of Dore Copper, will be the president and managing director of the combined company. The remainder of the board of the combined company will comprise two non-executive directors from each company: Kevin Tomlinson (Canada based) and Raymond Shorrocks (Australia based) from Cygnus and Mario Stifano, current executive chairman of Dore Copper, and Brent Omland from Dore Copper.

Special committee and board recommendations and fairness opinion

The board of directors of Dore Copper, having received a unanimous recommendation from a special committee comprising solely independent directors of Dore Copper and after receiving outside legal and financial advice, unanimously determined that the transaction is in the best interests of Dore Copper and is fair to the Dore Copper shareholders and unanimously recommends that Dore Copper shareholders vote in favour of the transaction. In making their respective determinations, the board and the special committee considered, among other factors, the oral fairness opinion of Paradigm Capital Inc. to the effect that, as of the date hereof, subject to the assumptions, limitations and qualifications contained in its opinion, the consideration to be received by Dore Copper shareholders pursuant to the transaction is fair, from a financial point of view to the Dore Copper shareholders. A copy of the fairness opinion of Paradigm Capital will be included in the circular.

Advisors and counsel

Dore Copper has engaged Paradigm Capital, which has provided a fairness opinion in respect of the transaction, Bennett Jones LLP as Canadian legal adviser and Thomson Geer as Australian legal adviser in relation to the transaction.

Cygnus has engaged Canaccord Genuity Corp. as financial adviser, Hamilton Locke as Australian legal adviser, and Osler Hoskin & Harcourt LLP as Canadian legal adviser in relation to the transaction.

Canaccord Genuity and Euroz Hartleys are acting as joint lead managers to the Cygnus equity raise.

Qualified persons

All scientific and technical data contained in this news release have been reviewed and approved by Ernest Mast, PEng, president and chief executive officer of Dore Copper, and Jean Tanguay, PGeo, general manager of Dore Copper, qualified persons within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Dore Copper Mining Corp.

Dore Copper Mining aims to be the next copper producer in Quebec with an initial production target of more than 50 million pounds of copper equivalent annually by implementing a hub and spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill. Dore Copper has delivered its PEA in May, 2022, and is proceeding with a feasibility study. Dore Copper has consolidated a large land package in the prolific Lac Dore/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold. The land package includes 13 former-producing mines, deposits and resource target areas within a 60-kilometre radius of Dore Copper's Copper Rand mill.

About Cygnus Metals Ltd.

Cygnus Metals is an emerging exploration company focused on advancing the Pontax lithium project (earning up to 70 per cent), the Auclair lithium project and the Sakami lithium project in the world-class James Bay lithium district in Quebec, Canada. In addition, Cygnus has REE (rare earth element) and base metal projects at Bencubbin and Snake Rock in Western Australia. The Cygnus board of directors and technical management team have a proven record of substantial exploration success and creating wealth for shareholders and all stakeholders in recent years. Cygnus's tenements range from early-stage exploration areas through to advanced drill-ready targets.

We seek Safe Harbor.