Mr. Greg Ferron of Platinex reports

PLATINEX INC. ANNOUNCES ACQUISITION OF ONTARIO GOLD ASSETS, SHINING TREE JOINT VENTURE WITH FANCAMP AND $2.5M EQUITY FINANCING

Platinex Inc. has entered into a binding heads of agreement dated Feb. 6, 2023, with Fancamp Exploration Ltd. with respect to advancing the exploration and development of certain gold mineral properties owned by the parties located in Ontario in the Timmins mining camp. The transaction includes several components, pursuant to which (i) Platinex and Fancamp will transfer certain mining properties which they currently hold to South Timmins Mining Inc. (Goldco), currently a 100-per-cent wholly owned subsidiary of Platinex; (ii) enter into a shareholders' agreement respecting the operations of Goldco; (iii) Platinex will conduct a non-brokered private placement of flow-through (FT) units; and (iv) Platinex will conduct a private placement of non-flow-through units, of which Fancamp will subscribe for 9.5 per cent of the issued and outstanding shares of Platinex, all as more particularly described below.

Greg Ferron, president and chief executive officer of Platinex, said: "The transaction achieves a number of goals for Platinex. It creates a stronger gold-focused growth vehicle in a world-class Ontario gold camp and brings in a strong joint venture partner, Fancamp, with access to capital and technical expertise, allowing us to accelerate exploration at Shining Tree gold project. The newly acquired Heenan Mallard gold project which borders Iamgold's Cote gold project and the Shining Tree gold property are expected to be the first projects to be drilled. The transaction provides a clear strategy for the enhanced gold portfolio while retaining a 100-per-cent ownership of our high-quality W2 Ni-Cu [nickel-copper] project and the recently acquired Muskrat Dam critical minerals project."

Subject to any regulatory approvals or filings, the transaction is expected to close on or about Feb. 24, 2023, or on such other date and time as is mutually agreed to between Platinex and Fancamp.

Details of the transaction

Property transfers:

• Platinex will transfer its district-scale Shining Tree gold mineral project located in the Shining Tree district of Ontario, consisting of 1,136 unpatented mining claims and one mining lease, to Goldco in consideration for receiving 75 per cent of the issued and outstanding shares of Goldco. Fancamp will transfer to Goldco (i) its Heenan Mallard gold properties located in the Swayze greenstone gold belt adjacent to the Cote gold deposit in Northern Ontario, consisting of 296 unpatented mining claims (Swayze properties); and (ii) its Dorothy gold project located adjacent to Dynasty Gold's Thundercloud project in Northwestern Ontario, in consideration for receiving 25 per cent of the issued and outstanding shares of Goldco. Fancamp will have an option to increase its shareholding to 50 per cent on the basis described below.
• Fancamp will be granted a 1-per-cent net smelter returns (NSR) royalty in respect of the Swayze properties and the Dorothy properties, subject to a decrease to 0.5-per-cent NSR royalty should Fancamp elect to exercise the option (as described below) to acquire 50 per cent of the issued and outstanding shares of Goldco.

Goldco operations and shareholders' agreement:

• Platinex and Fancamp will enter into a shareholders' agreement with respect to their ownership interests in Goldco.
• The board of Goldco will consist of three directors in respect of which Platinex will have the right to appoint two directors and Fancamp the right to appoint one director.
• Platinex will be the initial operator in respect of the mining activities to be conducted by Goldco.
• A management/technical committee of Goldco will be created in respect of which Platinex will have the right to appoint two members and Fancamp the right to appoint one member.
• Goldco will engage in an initial exploration program of $1.1-million to be financed by the Platinex financings (as described below) and an additional sum of $130,000 to be advanced to Goldco by Fancamp. Platinex shall contribute a minimum of $940,000 to Goldco in respect of Goldco's operation.
• Within 60 days from the completion of the initial exploration program, Platinex as operator shall prepare an exploration program (the phase II exploration program) to be approved by all of the members of the technical committee and the board of Goldco.
• Fancamp will have the right and option to increase its ownership interest in Goldco to own up to 50 per cent, which may be exercised over a two-year period commencing on the date of approval of a phase II exploration program by making staged cash payments to Goldco in the aggregate amount of $1.5-million to be used for exploration activities of Goldco.
• If Fancamp exercises the option in full and acquires 50 per cent of the issued and outstanding shares in Goldco, Fancamp will assume the role of operator of Goldco.

In addition, on the closing date, Fancamp shall have the right to nominate one director to the board of directors of Platinex, which right shall remain subject to Fancamp holding not less than 7.5 per cent of the issued and outstanding shares of Platinex, calculated on a non-diluted basis.

Platinex financings

Platinex will conduct a non-brokered private placement raising up to $1.5-million of units at a price of four cents per unit of which Fancamp will subscribe units, representing approximately 9.5 per cent of the issued and outstanding shares of Platinex. Platinex will also conduct a non-brokered private placement of flow-through units for an additional $1-million at a price of 4.5 cents per FT unit.

Each unit shall comprise one common share of the company and one-half of one common share purchase warrant, with each whole warrant exercisable into one common share of the company at a price of 5.5 cents at any time on or before the date which is 60 months from the closing of the non-flow-through offering.

Each FT unit will comprise one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant shall be exercisable into one non-flow-through common share of the company at a price of 5.5 cents per share at any time on or before the date which is 60 months after the closing date of the FT offering. The warrants will be subject to an acceleration clause requiring the exercise of the warrants if the Platinex share price closes on the Canadian Securities Exchange at 15 cents or greater for 20 consecutive trading days.

The gross proceeds of the FT offering will be used by Platinex to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures as such terms are defined in the Income Tax Act (Canada) related to the gold projects, including the Shining Tree properties and Swayze properties, on or before Dec. 31, 2024. All qualifying expenditures will be renounced in favour of the subscribers effective Dec. 31, 2023.

The FT offering and non-flow-through offering are subject to receipt of all necessary regulatory approvals, including the Canadian Securities Exchange. The shares and warrants comprising the FT units and the non-flow-through units will be subject to a hold period of four months and one day in accordance with applicable securities laws.

The company may pay finders' fees on subscriptions.

Heenan Mallard and Dorothy project overview

Heenan Mallard is located on the Ridout deformation zone bordering Iamgold's Cote gold claim package and is approximately 25 kilometres (km) west of the soon-to-be-producing Cote gold mine.

Historical drilling completed by Norand on the Mallard's River and Camp zones led to an initial discovery (14 holes only) and it is Goldco's intention to drill follow up on those results.

The property is located on a large magnetic anomaly associated with the Woman Lake iron formation and other magnetic lithologies on the southeast corner of the Swayze greenstone belt. The Swayze magnetic anomaly shows signs of hydrothermal alteration, which, combined with the associated gold mineralization at Heenan Mallard, makes the property a very attractive gold target.

Drilling returned several high-grade near-surface intercepts, including 5.04 grams per tonne (g/t) gold (Au) over 3.69 metres (m) core length (BE-85-1), 5.31 g/t Au over 3.82 m core length (BE-85-6), 3.50 g/t Au over 2.80 m core length and 6.62 g/t Au over 1.82 m core length (BE-85-3).

Prospecting, geological mapping, soil sampling and geophysical surveys carried out by Fancamp at Heenan Mallard in 2019 to 2020 have generated multiple targets in other sections of the project. Of these, the two most highest priority gold targets identified currently for follow-up drilling are an undrilled gold showing at Heenan that is coincident with an IP (induced polarization) anomaly and an undrilled zone along the Ridout shear at Mallard with a coincident soil and IP anomalies.

There are other gold zones on the property, including an area previously drilled by Fancamp to be revisited since it has returned anomalous gold values up to 6.32 g/t hosted by strongly altered metasedimentary rocks. This area presents a broad zone of strong pervasive silicification and quartz veining.

Dorothy project

The Dorothy property is a grassroots project that was staked to cover four anomalous lake sediment anomalies reported in 2006 OGS's high-density lake sediment survey. The property appears to be situated on a parallel geological structure 15 km east of the Manitou Straits deformation zones, which hosts the historical Gold Rock mining camp and borders Dynasty's Thundercloud gold discovery.

Advisers

The company engaged Canaccord Genuity to assist as an advisory of the transaction and the offering.

Other transaction details:

• Fancamp will be granted anti-dilution rights to participate in future Platinex equity financings to purchase up to its proportionate share of such shares for terms at least as favourable to Fancamp as to price and upon the terms provided to other subscribers in such financings.
• In addition, Fancamp has agreed to vote for management or withhold from voting while the option is effective.
• Fancamp is also restricted from acquiring more than 9.5 per cent of the issued and outstanding shares of Platinex (excluding the exercise of warrants held by Fancamp).

The technical information presented in this news release has been reviewed and approved by Ike Osmani, PGeo, a qualified person for Platinex, as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

About Platinex Inc.

Platinex creates shareholder value through the opportunistic acquisition and advancement of high-quality projects in prolific Ontario mining camps. The company is at the exploration and evaluation stage and is engaged in the acquisition, exploration and development of properties for the mining of precious and base metals. Current assets include a 100-per-cent ownership interest in the W2 copper-nickel-PGE (platinum group element) project and a 100-per-cent interest in the 225-square-kilometre Shining Tree gold project in the Abitibi region of Ontario, a world-renowned gold district. Both projects are district scale.

We seek Safe Harbor.