Mr. Derek Lew reports

KUA INVESTMENTS SIGNS LETTER OF INTENT WITH PLACEMENTS APPALACHE LIMITEE TO ACQUIRE UP TO A 100% INTEREST IN THE BAIE-JOHAN-BEETZ PROJECT

Kua Investments Inc. has entered into a letter of intent dated Jan. 31, 2026, with Placements Appalache Limitee, a privately owned Canadian company, established in the province of Quebec, at arm's length. Since 1977, PAL has exclusive mining rights over high-purity quartz/silica deposits on the banks of the Gulf of St. Lawrence, situated at Baie-Johan-Beetz, Que.

Pursuant to the LOI, Kua and PAL intend to enter into an arm's-length business combination transaction intended to constitute a qualifying transaction as defined under TSX Venture Exchange Policy 2.4 (Capital Pool Companies) program. Upon completion of the transaction, it is anticipated that the current shareholders of PAL will hold a majority of the outstanding voting securities of Kua.

PAL has been active in Canada's silica mining industry for over 50 years, developing unique expertise in the silica market. Its Baie-Johan-Beetz deposit, located on the north shore of the Gulf of St. Lawrence, spans 54.22 hectares of ultrawhite, high-purity quartz/silica. Ideally suited for open-pit quarry extraction, the deposit lies fewer than 800 metres from the main road and is complemented by 383.24 hectares of unexplored claims, offering significant expansion potential.

Designated a critical and strategic mineral in Canada since 2024, high-purity quartz/silica (commonly known as HPQ) is the feedstock for silicon metal and for the manufacture of fused-silica crucibles, which are essential for solar panels, semiconductors, microchips, batteries, fibre optics and other advanced technologies. Material that does not meet the specifications for silicon metal feedstock or high-technology applications will be directed to other markets.

Terms of the transaction

Pursuant to the LOI, the transaction will be structured as a reverse takeover, whereby the shareholders of PAL will exchange their securities for securities of Kua. The transaction is expected to be completed by way of an amalgamation, plan of arrangement, share exchange or another structure as mutually agreed upon by the parties and approved by the exchange and applicable regulatory authorities. The final structure will be determined based on legal, tax and accounting advice to optimize efficiency and compliance, and will be detailed in a definitive agreement.

The consideration to PAL shareholders is expected to comprise 60 million new Kua shares assuming a price of 25 cents per share and implying an equity value for PAL of $15-million. In connection with this pricing, the outstanding Kua shares will be consolidated, or the exchange ratio adjusted, so that their aggregate value is fixed at $781,250.

Private placement

PAL intends to complete a concurrent private placement for a minimum of $3-million and a maximum of $6-million, at a price determined in the context of market conditions, in each case at the sole discretion of PAL. The proceeds shall satisfy the minimum listing requirements of the TSX-V pursuant to Policy 2.4. Further disclosure of the terms and conditions of the private placement will be provided upon the further agreement and settlement of the terms and conditions thereof between the parties. On closing, PAL shall pay an advisory fee in shares to Ansacha Capital, an arm's-length party. PAL may pay customary broker and finders' fees and expenses in connection with the private placement in accordance with TSX-V Policy 2.4.

Sponsorship

Sponsorship of a qualifying transaction is required by the TSX-V unless a waiver from the sponsorship requirement is obtained. PAL intends to apply for a waiver from sponsorship for the transaction. There is no assurance that a waiver from this requirement will be obtained.

The parties intend to provide any additional information regarding sponsorship at a later date once determined by the parties. In the event that the TSX-V does not grant an exemption from the sponsorship requirements of the TSX-V, the parties would be required to engage a sponsor.

Proposed directors and officers of the resulting issuer and name change

It is expected that the board of directors and officers of the resulting issuer will be reconstituted to be composed of individuals nominated by PAL, subject to compliance with the requirements of the TSX-V, and applicable corporate and securities laws. Kua and PAL will make further announcements as appointments of its respective officers and directors are made. None of the current directors and officers of Kua are expected to remain after the completion of the transaction. Further, Kua will change its name to such name as determined by PAL concurrent with the closing of the transaction, subject to regulatory approval.

Financial statements of PAL

The financial statements of PAL are currently being generated, and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4.

Additional information

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Trading in the common shares of the company will remain halted until the closing or termination of the transaction. Upon completion of the transaction, it is expected that the company will be a Tier 2 mining issuer on the exchange. The exchange has in no way passed upon the merits of the proposed transaction, and has neither approved nor disapproved the contents of this press release. Further information with respect to the proposed transaction will be provided in subsequent press releases.

About Placements Appalache Limitee

Placements Appalache is a non-reporting issuer incorporated in 1966, validly incorporated and subsisting under the laws of the Province of Quebec. PAL has been operating in the Canadian mining industry for more than 50 years, and has developed a precise and unique expertise over the Canadian silica market. PAL owns exclusive mining rights of an ultrawhite high-purity silica deposits on the bank of the Gulf of St. Lawrence, situated at Baie-Johan-Beetz, Que.

About Kua Investments Inc.

Kua Capital Canada Ltd. is a Canada-based capital pool company within the meaning of the policies of the exchange. The principal business of the company is the identification and evaluation of a qualifying transaction under the policies of the exchange and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholders' approval, if required, and acceptance by regulatory authorities. The company has not commenced commercial operations and has no assets other than cash.

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