Mr. Kiril Mugerman reports

GEOMEGA CLOSES $2M CONVERTIBLE DEBENTURE FINANCING

Geomega Resources Inc. has closed a non-brokered private placement of 12 per cent unsecured convertible debentures in an aggregate principal amount of $2,022,761. In addition, the corporation has filed an application with the TSX Venture Exchange to approve the repricing and extension of a total of 4,354,667 warrants that will be expiring on May 3, 2025.

"The offering was led by Michael Gentile, a leading investor in the junior resource sector, and several other new institutional investors, family offices, corporations and long-term shareholders from Canada, USA and Australia. The use of proceeds from this financing are the continuation of the construction of the rare earth magnet recycling demonstration plant and engineering of the new laboratories in the Saint-Hubert facility. An update on the two main corporate activities, the demonstration plant and the bauxite residues valorization technology, will be provided soon. We appreciate the patience and the support of our existing shareholders, and would like to welcome the new investors to Geomega as we further derisk our sustainable technologies for waste valorization and production of bulk and critical metals," commented Kiril Mugerman, president and chief executive officer of Geomega.

The offering

The convertible debentures have a three-year maturity date and bear an interest of 12 per cent per annum, with interest payable annually in arrears. The principal amount of the convertible debentures will be convertible, for no additional consideration, into common shares of the corporation at the option of the holder at any time prior to the maturity date at a price of 12 cents per share. The corporation may satisfy interest owing on the convertible debentures from time to time by the issuance of common shares at a price per common share of no less than the 20-day volume-weighted average trading price of its common shares on the TSX Venture Exchange at the time the interest becomes payable or upon a change of control, the whole in accordance with applicable TSX-V rules. The convertible debentures shall be senior unsecured debt obligations of the corporation in that they shall be senior to all other unsecured indebtedness of the corporation and subject only to such permitted indebtedness and permitted liens in accordance with terms of the convertible debentures.

The convertible debentures will not be listed on any stock exchange though the corporation has received the conditional approval of the TSX-V to list the common shares issuable upon conversion of the convertible debentures on the TSX-V. The convertible debentures (and any common shares issuable upon conversion thereof) are subject to a four-month-and-one-day statutory hold period under applicable Canadian securities laws, ending July 25, 2025.

The warrant extension

The corporation has filed with the TSX-V a request to extend and reprice a total of 4,354,667 warrants that will be expiring on May 3, 2025. The warrants were issued in connection with a private placement which closed in May, 2022. The following table summarizes the original and proposed new terms of the warrants.

As per Section 3.3 of TSX-V Policy 4.1, the extended and repriced warrants will have an acceleration clause stipulating that if the share price of the corporation on the TSX-V trades higher than 25 per cent above the modified exercise price (each a premium trading day) for 10 consecutive days during the term of the warrants, the exercise period will be reduced to 30 days beginning no more than seven calendar days after the 10th premium trading day. All other terms of the warrants will remain the same. The extension and repricing of the warrants are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX-V.

About Geomega Resources Inc.

Geomega develops innovative technologies for extraction and separation of rare earth elements and other critical metals essential for a sustainable future. With a focus on renewable energies, vehicle electrification, automation and reduction in energy usage, rare earth magnets or neomagnets (NdFeB) are at the centre of all these technologies. Geomega's strategy revolves around gradually derisking its innovative technology and delivering cash flow and return value to shareholders while working directly with the main players in these industries to recycle the magnets that power all those technologies.

As its technologies are demonstrated on larger scales, Geomega is committed to work with major partners to help extract value from mining feeds, tailings and other industrial residues, which contain rare earths and other critical metals. Irrespective of the metal or the source, Geomega adopts a consistent approach to reduce the environmental impact and to contribute to lowering greenhouse gas emissions through recycling the major reagents in the process.

Geomega's process is based around its proprietary, low-cost, environmentally friendly way to tap into a $1.5-billion global market to recycle magnet production waste and end-of-life magnets profitably and safely.

Geomega also owns the Montviel rare earth carbonatite deposit, the largest National Instrument 43-101 bastnasite resource estimate in North America, and holds over 16.8 million shares, representing approximately 13 per cent of the issued and outstanding shares of Kintavar Exploration Inc., a mineral exploration company that is exploring for copper projects in Quebec, Canada.

We seek Safe Harbor.