Mr. Daniel Major reports

GOVIEX URANIUM ANNOUNCES TRANSFORMATIONAL REVERSE TAKEOVER OF TOMBADOR IRON LIMITED, UNLOCKING ASX LISTING AND A$10.4 MILLION IN CASH RESERVES

GoviEX Uranium Inc. has entered into an arrangement agreement with Tombador Iron Ltd. to complete a reverse takeover that will see GoviEX shareholders become the majority shareholders of an Australian-listed company to be renamed Atomic Eagle Ltd. Tombador is a listed shell on the Australian Securities Exchange, having sold its operating iron ore business, and retained its Australian Securities Exchange listing and approximately $10.4-million (Australian) in cash reserves.

Pursuant to the arrangement agreement, Tombador will acquire 100 per cent of the issued and outstanding Class A common shares of GoviEX by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). On closing of the transaction, GoviEX shareholders will own 75 per cent of the combined company while Tombador's existing shareholders will hold 25 per cent of the combined company. Additionally, Tombador will undertake a concurrent financing of at least $5.0-million (Australian) and up to $10.0-million (Australian) bringing the combined company's cash balances to between $19.4-million (Australian) and $24.4-million (Australian).

Commenting on the transaction, Govind Friedland, GoviEX's executive chairman, said: "This is a transformational transaction for GoviEX: It brings an Australian public listing, a new capital structure, a refreshed board, new substantial shareholders, a cornerstone investor with recent uranium development experience and a strengthened balance sheet. Our combined company, to be named Atomic Eagle Ltd., will lead the development of the Muntanga project, situated in one of the largest and most underexplored sandstone-hosted uranium basins in the world, with considerable exploration potential. We are excited to move forward with unlocking its full potential."

Tombador's executive director, Stephen Quantrill, said: "Uranium is growing in importance and prominence in the global transition to clean energy. Tombador acknowledges the pedigree and long history of the GoviEX team and assets, and we welcome the opportunity to work with Govind Friedland and his team alongside the experienced leadership from Matador Capital to realize the potential of the GoviEX projects.

"This transaction brings together the proven track record and pedigree of the GoviEX team with the leadership and operational experience of Matador. We see enormous potential in Muntanga and look forward to continuing its development."

The transaction is expected to offer significative benefits to GoviEX and its shareholders:

• Improved valuation environment with deep capital pool access: An ASX listing for the combined company is expected to provide access to deep pools of capital for African uranium explorers and developers with potential for significant valuation uplift upon delivery of key milestones.
• Efficient, low-cost transaction: The arrangement will provide GoviEX shareholders with an efficient, low-cost transaction structure through a reverse takeover, ensuring the company has a robust capital structure on listing.
• Strong cash balance: As a result of the arrangement, the combined company is expected to be well capitalized with a pro forma cash balance between $19.4-million (Australian) and $24.4-million (Australian) upon completion, assisting the combined company to avoid short-term debt. The combined company anticipates deploying these funds as well as other funds it raises to further the development of its Muntanga uranium project in Zambia.
• GoviEX to own majority: The arrangement will result in GoviEX shareholders owning approximately 75 per cent of the combined company.
• Tighter capital structure: The combined company will have a significantly reduced share count from 1,022,062,190 GoviEX ordinary shares currently issued and outstanding to 345,315,243 on completion of the arrangement. This is expected to result in a more efficient float and reduced share price volatility. This structure also provides greater flexibility for future capital raises.
• The addition of Matador Capital Pty. Ltd.: In addition to the ASX listing and a minimum $5.0-million (Australian) (and up to $10.0-million (Australian)) capital raising to be completed concurrently with the closing of the transaction, the arrangement brings in the key personnel of Matador to support the combined company. Grant Davey, founder of Matador Capital, will be appointed as strategic adviser to the board. Matador has a record of working with and developing mining and energy projects, including uranium mining companies and their projects on the ASX, such as Lotus Resources and Boss Energy.
• Team strategically aligned for the next stage of growth: Daniel Major (GoviEX's chief executive officer) will retain his position and be the CEO of the combined company. A new board with seasoned industry professionals will be chaired by Mr. Friedland (currently executive chairman of GoviEX). Eric Krafft (GoviEX), Stephen Quantrill (Tombador) and Keith Bowes (ex-managing director Lotus Resources) will be appointed as non-executive directors.
• Corporate rebranding and reset: The arrangement includes a rebranding that better reflects the company's strategic focus, market opportunity and position in the market of uranium exploration companies.
• Continued focus on Zambia and the Muntanga project: The transaction is expected to enable the combined company to position its development strategy toward continuing to significantly increase the size of the Muntanga project and achieving economies of scale to improve the potential project economics and benefits for all stakeholders, as well as targeting the substantial exploration potential of the Karoo sandstones in Zambia.
• The transaction includes GoviEX Niger with no impact on continuing proceedings.

Transaction summary

Pursuant to the arrangement agreement, Tombador will acquire 100 per cent of the GoviEX shares. Under the terms of the transaction, GoviEX shareholders will receive 0.2534 fully paid ordinary share in the capital of Tombador for each GoviEX share held.

The arrangement will require the approval of the Supreme Court of British Columbia, and shareholder approval at the GoviEX meeting: of (i) 66-2/3rds per cent of the votes cast on the resolution to approve the arrangement by GoviEX shareholders; and (ii) a simple majority of the votes cast on the arrangement resolution by GoviEX shareholders, excluding GoviEX shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Insiders and certain significant GoviEX shareholders, who collectively hold 27.6 per cent of the issued and outstanding Class A common shares of GoviEX, have entered into voting support agreements with Tombador pursuant to which they have agreed to vote their GoviEX shares in favour of the transaction at the GoviEX meeting, scheduled to be held on Oct. 24, 2025.

The arrangement agreement includes customary representations and warranties for a transaction of this nature, as well as customary interim period covenants regarding the operation of GoviEX's and Tombador's respective businesses. The arrangement agreement also provides for customary deal protection measures. In addition to shareholder and court approvals, closing of the transaction is subject to applicable regulatory approvals, including, but not limited to, ASX and TSX Venture Exchange approvals, and the satisfaction of certain other closing conditions. Subject to the satisfaction of these conditions, GoviEX expects that the transaction will be completed in early November, 2025. Details regarding these and other terms of the transaction are set out in the arrangement agreement, which will be available after it is filed on SEDAR+ under GoviEX's profile.

Following the sale of its main iron ore asset, Tombador was voluntarily suspended from ASX trading on Oct. 11, 2023. To resume trading, Tombador must satisfy certain ASX requirements and plans to hold a shareholder meeting no later than Oct. 10, 2025, to obtain the required shareholder approval under ASX listing rules of the arrangement and the issuance of: (1) Tombador shares as consideration to GoviEX shareholders; (2) replacement Tombador options to GoviEX holders of options and warrants; and (3) Tombador shares pursuant to the capital raising.

This transaction is being conducted on an arm's-length basis between GoviEX and Tombador. There are no finders' fees payable by GoviEX in connection with this transaction.

Upon completion of the arrangement, Tombador expects its enlarged share capital -- comprising the consideration shares and the capital raising shares -- to be reinstated on the ASX. Concurrently, GoviEX shares are expected to be delisted from the TSX-V and the OTCQB Venture Market.

Recommendations by the board of directors and special committee

GoviEX's board of directors, following the unanimous recommendation by its special committee of independent directors of GoviEX's board, and in consultation with GoviEX's financial and legal advisers, unanimously recommends that GoviEX shareholders vote in favour of the transaction.

Stifel Canada has provided a fairness opinion to the GoviEX special committee, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by GoviEX shareholders pursuant to the transaction is fair, from a financial point of view, to GoviEX shareholders.

The transaction is targeted to close in early November, 2025 (subject to satisfaction of all conditions under the arrangement agreement).

Counsel

Norton Rose Fulbright Canada LLP is acting as legal counsel to the special committee. Galanopoulos & Company is acting as Canadian legal counsel to GoviEX. Hamilton Locke Pty. is acting as Australian legal counsel to GoviEX.

Steinepreis Paganin is acting as Australian legal counsel to Tombador. Farris LLP is acting as Canadian legal counsel to Tombador.

Full details of the transaction will be included in the GoviEX circular, which will be available, after it is filed, on SEDAR+ under GoviEX's profile.

Conference call/presentation

GoviEX will host an investor call on Tuesday, Aug. 19, at 4 p.m. GMT (9 a.m. PDT/12 p.m. EDT).

A replay will be available two hours following the event.

About GoviEX Uranium Inc.

GoviEX is a mineral resource company focused on the exploration and development of uranium properties in Africa. GoviEX's principal objective is to become a significant uranium producer through the continued exploration and development of its mine-permitted Muntanga project in Zambia.

We seek Safe Harbor.