Mr. Danny Matthews reports

EUREKA METALS CORP. ANNOUNCES RIGHTS OFFERING AND PROPOSED SHARE CONSOLIDATION

Eureka Metals Corp. is commencing a rights offering to raise gross proceeds of up to $499,134 from holders of its common shares. The company is also planning a consolidation of it's the common shares on the basis of one postconsolidation common share for up to six preconsolidation common shares, with the final ratio to be determined by the board of directors of the company, to be completed following completion of the rights offering. The completion of the rights offering is not conditional upon the company's ability to complete the consolidation.

Rights offering

Under the terms of the rights offering, the company will issue one transferable right for each common share held by shareholders of record at 5 p.m. Toronto time on Nov. 6, 2026. The rights will be issued under Cusip No. 298601 11 3 and ISIN CA 298601 11 3 8. Each right will entitle its holder to subscribe for one preconsolidation common share at a subscription price of one cent per preconsolidation common share. The rights will not be listed or posted for trading on any stock exchange or quotation system.

Holders of rights who exercise all of their rights under the basic subscription privilege will also be entitled, under the terms of the rights offering, to subscribe for additional preconsolidation common shares not subscribed for by other holders of rights, if any, on a pro rata basis at the subscription price and subject to certain limitations set out in the circular (as defined below). The rights will expire at 4 p.m. Toronto time on Dec. 1, 2026, after which unexercised rights will be void and of no value. There is no minimum subscription for the rights offering.

The company currently has 49,913,367 common shares issued and outstanding. Upon completion of the rights offering and assuming the exercise of all rights and no other issuances of common shares before completion, the company will have up to 99,826,734 common shares issued and outstanding (before giving effect to the consolidation), with the common shares issued under the rights offering representing approximately 50 per cent of the common shares then outstanding.

Complete details of the rights offering are contained in a rights offering notice and a rights offering circular, which are available under the company's profile on SEDAR+. It is expected that a copy of the notice, together with direct registration system advices evidencing the rights and related subscription forms, will be mailed to registered shareholders resident in the eligible jurisdictions (as defined below) on or about Nov. 9, 2026.

Registered shareholders who wish to exercise their rights must forward the completed subscription form, together with their DRS advice and the applicable funds, to the rights depositary and subscription agent, Odyssey Trust Company, Suite 1100, 67 Yonge St., Toronto, Ont., M5E 1J8, attention: corporate actions, on or before the expiry time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary, and should contact their intermediary to determine how their rights may be exercised. Subscriptions will be irrevocable once submitted.

The company expects to close the rights offering on or about Dec. 2, 2026.

A majority of the company's independent directors have, by a vote in which only independent directors participated, determined that the rights offering, including the pricing thereof, is in the best interests of the company and is reasonable in the circumstances. Accordingly, the company is exempt from the requirement to obtain securityholder approval of the rights offering under Section of 4.6(5)(b) of Canadian Securities Exchange Policy 4.

Use of proceeds

The net proceeds of the rights offering, together with the company's existing working capital, are expected to be used for exploration and property costs, general and administrative expenses, and unallocated working capital, as more particularly described in the circular.

Eligible jurisdictions and participation

The rights will be offered to shareholders resident in: (i) all provinces and territories of Canada; and (ii) all jurisdictions outside Canada and the United States, excluding any jurisdiction that does not provide a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document by the company in such jurisdiction in connection with the rights offering.

Subject to the provisions of the circular, DRS advices will not be issued or forwarded to shareholders resident outside the eligible jurisdictions, unless an ineligible shareholder satisfies the company, by delivering a satisfactory representation letter in accordance with the terms of the notice and the circular, that its participation in the rights offering is lawful and compliant with all applicable securities and other laws, by 4 p.m. Toronto time on Nov. 23, 2026.

Registered ineligible shareholders will be sent the notice, for information purposes only, together with a letter advising them that their rights will be issued to and held on their behalf by the rights agent, and a form of representation letter.

If an ineligible shareholder has not satisfactorily completed a representation letter by the qualification deadline, the rights held by the rights agent on behalf of such ineligible shareholder will not be exercised or sold, and will expire at the expiry time, and such ineligible shareholder will receive no value for such rights.

Share consolidation

The company intends to complete the consolidation effective as soon as practicable following completion of the rights offering, such that all common shares issued and outstanding immediately following completion of the rights offering will be consolidated on the basis of one postconsolidation common share for up to six preconsolidation common shares. The final consolidation ratio, which will not exceed 1:6, will be determined by the board of directors of the company and announced by news release. The consolidation remains subject to acceptance by the CSE.

Assuming the exercise of all rights under the rights offering and no other issuances of common shares before its completion, the company will have up to 99,826,734 common shares issued and outstanding on a preconsolidation basis, and up to approximately 16,637,789 common shares issued and outstanding on a postconsolidation basis (assuming the consolidation is completed at the maximum ratio).

No fractional common shares will be issued in connection with the consolidation and any fractional common share resulting from the consolidation will be rounded down to the nearest whole number without any compensation paid in lieu.

The common shares, postconsolidation, are expected to continue to be listed and posted for trading on the CSE under the trading symbol ERKA (Cusip No. 298601 20 4 and ISIN CA 298601 20 4 5), subject to the company satisfying applicable CSE requirements and receiving CSE acceptance of the consolidation.

Additional information

The exercise prices and numbers of common shares issuable under certain outstanding convertible securities of the company may be adjusted in accordance with their respective terms as a result of the rights offering and/or the consolidation. The issuance of common shares pursuant to the exercise or vesting, as applicable, of outstanding convertible securities after the record date will not result in the issuance of additional rights to the holders of such common shares.

For more information, full details of the rights offering are set out in the notice and the circular, which are available under the company's profile on SEDAR+. Shareholders are encouraged to review these documents, together with the company's continuous disclosure record, before making a decision to exercise their rights.

About Eureka Metals Corp.

Eureka Metals is a Canadian mineral exploration company focused on the acquisition and advancement of exploration projects in Canada. The company holds: a 100-per-cent interest in the Tyee titanium project in Quebec, prospective for titanium-vanadium-scandium mineralization; an option to acquire up to an 80-per-cent interest in the KM98 titanium project in Quebec; and an option to acquire a 100-per-cent interest in the Cabin Lake polymetallic project in British Columbia, prospective for silver-lead-zinc-gold mineralization.

We seek Safe Harbor.