Mr. Kiril Mugerman reports

KINTAVAR UPDATES ON ROGER GOLD-COPPER PROJECT ACQUISITION, TRADING RESUMPTION, AND SHAREHOLDER MEETING

Kintavar Exploration Inc. has obtained conditional approval from the TSX Venture Exchange for its proposed acquisition of a 100-per-cent interest in the 987-hectare Roger project, pursuant to an asset purchase agreement (APA) dated April 21, 2025, with XXIX Metal Corp. and Orecap Invest Corp., as previously announced in its news release dated April 22, 2025. The corporation also obtained approval from the TSX-V for its proposed change in management pursuant to the APA. The approval of the transaction, including the change of management, is still subject to the approval of the shareholders of Kintavar at the meeting (as defined herein).

"The transaction is an exciting opportunity for the corporation; I firmly believe it is the right step forward. The proposed acquisition of the Roger project, combined with the anticipated arrival of a dynamic and experienced leadership team, brings fresh energy, new ideas and a renewed sense of purpose for the corporation. It will be an exciting time for the corporation and I am proud to continue contributing to its success as a member of the board," said Kiril Mugerman, president and chief executive officer of Kintavar.

"We are excited to move Kintavar forward with the Roger project, with an anticipated new leadership team. We encourage shareholders to follow closely as we accelerate our plans. The transaction will enable the corporation to focus on exploration, discovery, and the development of copper and gold assets in Quebec," said Stephen Stewart, chief executive officer of Orecap Invest and the proposed chairman of Kintavar upon completion of the transaction.

The acquisition of the Roger project by the corporation will be made in consideration for a purchase price of $2,137,500 fully payable as of the closing date via the issuance of Class A common shares of the corporation at a deemed price of 2.5 cents per common share, with 50 per cent of the common shares to be issued to XXIX Metal and 50 per cent of the common shares to Orecap Invest on closing.

Refer to the news release of the corporation dated April 22, 2025, with respect to further details of the Roger project.

In connection with the transaction, there are no associated finders' fees to be paid, and there are no transactions involving non-arm's-length parties and the corporation, the corporation's insiders, and the vendors. There are no direct or indirect beneficial interest of any of the corporation's non-arm's-length parties in the vendors or the Roger project, and the proposed transaction constitutes an arm's-length transaction.

The closing of the transaction will result in the creation of new control persons (as such term is defined in the policies of the TSX-V) as both vendors will hold more than 20 per cent of the corporation's issued and outstanding shares. Therefore, the transaction is subject to shareholder approval at the meeting pursuant to Section 5.14(a) of TSX-V Policy 5.3.

Resumption of trading

The common shares were halted by the TSX-V in connection with the announcement of the transaction pursuant to the policies of the TSX-V. The company has been advised by the TSX-V that trading of the common shares will resume as of market open on or about Aug. 7, 2025.

Information about the Roger project

The Roger project increases Kintavar's asset base as having an updated mineral resource estimate delivered in 2018 by GeopointCom, Val d'Or, Que. At a cut-off grade of 0.45 gram per tonne (g/t) of gold equivalent, the indicated resource is estimated at 10.9 million metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06 per cent of copper for a total of 333,000 ounces of gold equivalent, while the inferred resource is estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11 per cent of copper for a total of 202,000 ounces of gold equivalent. The following metal prices were used in the calculation of gold equivalent: $1,240 (U.S.) per ounce for gold (Au); $16.528 (U.S.) per ounce for silver (Ag); and $6.549 (U.S.) per kilogram for copper (Cu) (see XXIX Metal's news release dated April 5, 2021). The Roger project mineral resources estimate is historical in nature and readers are referred to the statement below regarding historical resources.

The following information was summarized from a technical report dated June 20, 2025, entitled "43-101 Technical Report on the Roger Property." The technical report was prepared for the corporation by Alain-Jean Beauregard, PGeo, who is a qualified persons as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects, and is independent of the corporation, applying the tests set out in NI 43-101. A copy of the technical report is filed under the corporation's SEDAR+ profile.

The Roger project is located approximately five kilometres (km) northwest of Chibougamau. The Roger project is part of McKenzie township in National Topographic System (NTS) map sheet 32G16. The centre of the Roger project is located at NAD 83 UTM Zone 18N co-ordinates 542 200 m E and 5 534 100 m N. The Roger project consists of 28 map-designated mineral claims (CDC) covering a total area of 986.54 hectares. All claims are in good standing and are 50 per cent registered to each of XXIX Metals and SOQUEM. The status of the claims was validated using GESTIM, the official Quebec government system for mining titles management, easily available on the Quebec Natural Resources and Forest Ministry website, and no surface rights are associated to the landholdings.

A historical mineral resource for the Roger deposit was delivered in 2018 by GeopointCom. Using a cut-off grade of 0.45 g/t of gold equivalent (AuEq), an indicated resource was estimated to be 10.9 million metric tonnes at a grade of 0.85 g/t of gold, 0.80 g/t of silver and 0.06 per cent of copper for a total of 333,000 ounces of gold equivalent, while the inferred resource can be estimated at 6,569,000 metric tonnes at a grade of 0.75 g/t of gold, 1.18 g/t of silver and 0.11 per cent of copper for a total of 202,000 ounces of gold equivalent.

The technical information in this news release was prepared under the supervision of Pierre-Luc Lalonde, PGeo, a qualified person for the purposes of NI 43-101. Mr. Lalonde has reviewed and approved the technical information disclosed in this news release.

Changes to the management and board of directors

As disclosed in its news release dated April 22, 2025, Mr. Mugerman and Mathieu Bourdeau, chief financial officer of Kintavar, will be replaced upon closing of the transaction. Peter Cashin will be appointed president and CEO, and Joel Friedman as CFO and corporate secretary of the corporation. Mr. Mugerman will remain a director of the corporation. Furthermore, Stephen Stewart, James Sykes, Ardem Keshishian and Charles Beaudry will be appointed as directors of the corporation in connection with the transaction.

Biographies of each of the proposed directors and officers of the corporation are provided in this news release.

Mr. Cashin is a respected minerals industry executive with over 40 years experience in all facets of the Canadian and international mining exploration and development sector. He previously founded a mineral sector consultancy, Apex Mineral Consultants Inc., providing exploration and development technical advisory services for the critical mineral and material sectors. Mr. Cashin is an established mining sector executive as the founder and president and CEO of both Imperial Mining Group Ltd. from 2018 to 2024 and Quest Rare Minerals Ltd. from 2008 to 2015. It was with Quest in 2009 that he had his greatest career success with the discovery and development of the Strange Lake B-Zone rare earth deposit in northeastern Quebec, considered the largest deposit of its type in the world outside of China. The discovery's significance was acknowledged by the Quebec Mineral Exploration Association in 2010 with the awarding of The Quebec Prospector of the Year Award to Mr. Cashin and his team. Mr. Cashin obtained his bachelor of science in geology from the University of New Brunswick in 1979 and a master of science degree in mineral exploration from McGill University in 1985, and has been a practising professional geoscientist with Professional Geoscientists Ontario (PGO) since 2008.

Mr. Friedman is a finance executive with over 15 years of experience working in the mining and cannabis industries. Mr. Friedman is currently the CFO of publicly traded exploration companies: Orecap Invest, XXIX Metal, American Eagle Gold, Baselode Energy, Mistango River Resources and Metal Energy. Prior to this, Mr. Friedman served as the CFO of Khiron Life Sciences Corp., vice-president, finance, at CannTrust Inc., and director of finance at Primero Mining Corp., as well as senior finance roles at Banro Corp. and Iamgold Corp. Mr. Friedman began his career at Deloitte in the real estate and resources group, where he worked with a variety of publicly listed clients throughout the mining life cycle, from exploration to multiasset operators. Mr. Friedman, CPA, CA, holds a bachelor of business administration (honours) from the Schulich School of Business at York University, Canada.

Mr. Stewart is the founder and chairman of Ore Group, a private company focused on natural resource discovery and development. He is also the chairman of public companies: Orecap Invest, XXIX Metal, American Eagle Gold, Baselode Energy, Mistango River Resources, Metal Energy and Awale Resources. Mr. Stewart is the founder and chairman of the Young Mining Professionals Scholarship Fund, the largest mining-focused charitable organization supporting mining engineering and geology education. Mr. Stewart holds a bachelor of arts from the University of Western Ontario, a master of business administration from the University of Toronto's Rotman School of Management and a master of science from the University of Florida.

Mr. Beaudry is a PGeo with over 30 years experience in project generation, business development, exploration chemistry and hands-on project management. Mr. Beaudry previously held the position of general manager of new business opportunities with Iamgold Corp. from 2008 until 2009, after having spent nearly 17 years in various capacities for Noranda-Falconbridge-Xstrata, including as country manager of Brazil from 1996 to 2001 and manager of the Frieda River project from 2005 to 2006. He holds a bachelor of science in geology from the University of Ottawa, and a masters of geology from McGill University.

Mr. Sykes is the CEO of Baselode Energy and Metal Energy, and brings over 15 years of mineral exploration and discovery experience to the team, most notably from prominent roles in high-grade uranium and rare earth element successes. Over the past decade, he has been directly and indirectly involved with the discovery of over 500 million pounds of U3O8 in the Athabasca basin with Denison Mines Corp., Hathor Exploration Ltd., NexGen Energy Ltd. and Appia Energy Corp., having helped generate billions of dollars in shareholder appreciation. Mr. Sykes holds a bachelor of science degree from University of Waterloo, and a bachelor of science degree with a focus on earth sciences and geology from Dalhousie University.

Mr. Keshishian brings over 15 years of progressive experience in corporate development, investor relations, finance and capital markets, specializing in the mining sector. Most recently, Mr. Keshishian served as vice-president of corporate development and investor relations at Moneta Gold, a Canadian gold developer with assets in the Timmins gold camp in Ontario, until its merger with Nighthawk Gold. Prior to Moneta Gold, he held roles at Royal Road Minerals, Pollitt & Co., Haywood Securities, and Van Berkom & Associates. He is a CFA charterholder, and holds a bachelor of science from Concordia University and a master of business administration from the John Molson School of Business.

The audit committee of Kintavar upon completion of the transaction will comprise: Mr. Sykes, Mr. Keshishian and Guy Le Bel.

Pursuant to Section 6.4 of TSX-V Policy 3.2, the TSX-V also requires shareholder approval for the appointment of Mr. Cashin and Mr. Friedman as CEO and CFO, respectively, and the appointment of Mr. Stewart, Mr. Sykes, Mr. Keshishian and Mr. Beaudry as directors of the corporation.

Shareholders meeting

On Aug. 25, 2025, the corporation will hold its annual and special meeting of shareholders at the offices of McMillan LLP, located at 1000 Sherbrooke W, Suite 2700, Montreal, Que., at 10 a.m. Eastern Standard Time.

At the meeting, among other items, shareholders will be asked to approve the transaction and the creation of the vendors as two new control persons and the change of management.

Shareholders will also have the option to attend the meeting virtually, please register ahead of the meeting via the following Zoom meeting link.

Shareholders participating in the meeting virtually or via conference dial-in will not be able to vote at the meeting.

The management information circular dated July 25, 2025, with respect to the meeting has been mailed to shareholders and is available on SEDAR+.

About Kintavar Exploration Inc.

Kintavar Exploration is a Canadian mineral exploration Corporation engaged in the acquisition, assessment, exploration and development of gold and base metal mineral properties. Its flagship project is the Mitchi-Wabash copper-silver district (approximately 34 000 hectares, 100 per cent owned), located 100 kilometres north of the town of Mont-Laurier and 15 kilometres east of the town of Parent in Quebec. Both properties cover an area of more than 300 square kilometres, accessible by a network of logging and gravel roads, with access to hydroelectric power already on site, major regional roads including railroad and a spur. The properties are located in the northwestern portion of the central metasedimentary belt of the Grenville geological province. The projects primarily focus on sediment-hosted stratiform copper type mineralization (SSC) but include IOCG- (iron oxide, copper and gold) and skarn-type targets. Osisko holds a 2-per-cent net smelter return (NSR) royalty on 27 claims of the southern portion of the Mitchi property, outside of the sedimentary basin. Kintavar also has exposure in the gold greenstones of Quebec by advancing the Anik gold project in a partnership with Iamgold.

We seek Safe Harbor.