Mr. Derek Lew reports

KUA INVESTMENTS RECEIVES CONDITIONAL APPROVAL FOR PROPOSED QUALIFYING TRANSACTION

The TSX Venture Exchange has conditionally approved its previously announced qualifying transaction under the policies of the exchange to acquire Placements Appalache Ltee, a Quebec private company, which owns a 100-per-cent interest in the Crete White property.

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 by the Province of Quebec 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.

The conditional approval of the qualifying transaction is subject to meeting all closing conditions, including, but not limited to, completion of the concurrent financing (as defined herein) and evidence of satisfactory public distribution. In connection with the qualifying transaction, the company intends to file on SEDAR+ its filing statement. Investors are encouraged to review the filing statement on the company's SEDAR+ profile. The filing statement provides detailed information about, among other things, the qualifying transaction, PAL and the Crete White property, and the resulting company following completion of the qualifying transaction.

Assuming all conditions are satisfied, the parties anticipate to close the qualifying transaction on or about Dec. 1, 2026, or such other date as the company and PAL may determine, and that trading of the resulting issuer's common shares will commence shortly after closing. The company will issue a further news release once the exchange issues its bulletin announcing its final approval of the qualifying transaction and the date that trading of the common shares of the resulting issuer is expected to commence on the exchange. The resulting issuer's trading symbol will be PALQ.

The transaction

Pursuant to the definitive agreement dated June 11, 2026, as further amended on Oct. 19, 2026, the company will acquire all of the outstanding shares of PAL in exchange for that number of fully paid and non-assessable common shares of Kua equal, in the aggregate, to the quotient obtained by dividing the pretransaction equity value of PAL, currently expected to be $15-million, by the price per security issued under the concurrent financing (as defined below), currently expected to be 25 cents, or such other price as the parties may agree in writing. The resulting issuer will also issue an aggregate of 3.13 million resulting issuer shares at a deemed price of 25 cents per resulting issuer share in connection with the qualifying transaction. Each of the advisers is an arm's-length party to both Kua and PAL. No other finders' fees or commissions will be payable in connection with the qualifying transaction. The issuance of resulting issuer shares to the advisers shall be made in accordance with TSX Venture Exchange Policy 2.4 and disclosed in the filing statement to be filed in connection with the qualifying transaction.

The proposed transaction is an arm's-length transaction in accordance with the policies of the TSX-V and is not subject to the approval of the shareholders of Kua, except as required by applicable corporate law.

The completion of the proposed transaction is subject to a number of terms and conditions, including, among other things: (i) there being no material adverse change in respect of the business of PAL and Kua; (ii) the receipt of all necessary consents, orders and approvals; and (iii) other customary conditions of closing for a transaction in the nature of the proposed transaction as set out in the definitive agreement.

Immediately prior to the completion of the qualifying transaction, the company will effect a name change pursuant to which the company will change its name to Palquartz Inc. or such other name as determined by PAL. Immediately prior to the share exchange, Kua will complete the Kua consolidation of the outstanding Kua shares at a ratio of one postconsolidation Kua share for every two preconsolidation Kua shares. Concurrently, PAL will complete the PAL stock split at a ratio of 1.43217049 to one poststock split PAL share for every one prestock split PAL share, or such other ratio as may be required for the former shareholders of PAL to hold approximately 60 million resulting issuer shares.

Upon completion of the qualifying transaction, it is expected that the resulting issuer will be a Tier 2 mining issuer on the exchange.

Concurrent financing

Prior to completion of the qualifying transaction, PAL intends to complete a brokered and/or non-brokered private placement for aggregate gross proceeds of not less than $3-million and not more than $6-million, consisting of any combination of: (i) subscription receipts of PAL at a price of 25 cents per non-FT subscription receipt; and (ii) flow-through subscription receipts of PAL at a price of 40 cents per FT subscription receipt. PAL may elect, in its sole discretion, to issue up to $1.8-million of FT subscription receipts as part of the minimum offering and up to $2.6-million of FT subscription receipts as part of the maximum offering. The price of the FT subscription receipts may be reduced to 30 cents if market conditions warrant such an adjustment. PAL may elect not to exercise the FT election and may complete the concurrent financing entirely through the issuance of non-FT subscription receipts.

Upon satisfaction of certain conditions, each subscription receipt will be deemed automatically exercised (for no further consideration and with no further action on the part of the holder thereof) for: (i) in the case of the non-FT subscription receipts, one unit of PAL, each non-FT unit consisting of one PAL share and one common share purchase warrant of PAL; (ii) in the case of the FT subscription receipts, one flow-through share of PAL, that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Subsection 359.1 of the Taxation Act (Quebec). Each warrant will entitle the holder thereof to purchase one non-flow-through PAL share at an exercise price of 50 cents for a period of three years from the date of issuance thereof. The PAL shares and warrants issued upon conversion of the subscription receipts will then be immediately exchanged for one resulting issuer share and one resulting issuer common share warrant.

The net proceeds from the concurrent financing are intended to be used by PAL for exploration and development at the Crete White property, general working capital and transaction expenses. PAL may pay a cash commission of up to 10 per cent of the gross proceeds of the concurrent financing to registered investment dealers and exempt market dealers, and may issue non-transferable compensation warrants equal in number to up to 10 per cent of the subscription receipts sold through such eligible brokers in connection with the concurrent financing. Each broker warrant shall entitle the holder to acquire one PAL share at a price of 25 cents for a period of two years from the date of issuance and as part of the qualifying transaction will be exchanged of broker warrants of the resulting issuer on the same terms thereof.

Directors and officers of the resulting issuer

Upon completion of the qualifying transaction, it is anticipated that all of the directors and officers of Kua will resign. The resulting issuer board will be reconstituted to consist of the following persons: Benoit Marleau, Jean Marleau, Genevieve Ayotte, Marc Rousseau and Yves-Andre Bureau. The senior management of the resulting issuer is anticipated to consist of Mr. Marleau as chief executive officer, Veronique Laberge as chief financial officer and corporate secretary, and Mr. Marleau as chief operating officer and chairman of the board.

The relevant experience of the proposed officers and directors of the resulting issuer is set out below.

Benoit Marleau (Montreal, Que.), chief executive officer, promoter and director

Mr. Marleau is a chartered professional accountant with over 35 years of experience in accounting, financial management and business advisory services. Throughout his career, he has held various senior financial management positions, and has advised numerous companies on financing, strategic planning, corporate governance and business development initiatives across a wide range of industries. Mr. Marleau has been involved with PAL since 2007 and has led the project since 2025. In this capacity, he oversees all corporate activities of the company, including investor relations, regulatory matters, financing activities and strategic planning aimed at advancing the company's high-purity silica project located in Baie-Johan-Beetz, Que. He holds a bachelor of accounting sciences from the Universite du Quebec a Montreal, obtained in 1992, and has been a chartered professional accountant since 1995. He serves as the chief executive officer and director of the resulting issuer, and has not entered into a non-competition or non-disclosure agreement with the resulting issuer. He will devote approximately 80 per cent of his time necessary to perform the work required in connection with the management of the resulting issuer.

Veronique Laberge (Laval, Que.), chief financial officer and corporate secretary

Ms. Laberge is a chartered professional accountant and holder of the title of auditor. With more than 20 years of experience in professional practice, she is specialized in certification mandates and general accounting and as a consultant for public and private companies. She serves as the chief financial officer of the resulting issuer and has not entered into a non-competition or non-disclosure agreement with the resulting issuer. She will devote approximately 10 per cent of her time necessary to perform the work required in connection with the management of the resulting issuer.

Jean Marleau (Saint-Adolphe-d'Howard, Que.), chief operating officer, promoter, chairman of the board and director

Mr. Marleau is a geology technician by trade, and has more than 45 years of experience in the natural resource sector, with extensive expertise in mineral exploration, project development and operational management. Mr. Marleau has participated throughout his career in the evaluation, exploration and development of numerous natural resource projects across Canada. His experience includes field exploration, geological mapping, sampling programs, exploration management and the technical assessment of mineral deposits. Mr. Marleau has held senior leadership positions in several mining and resource companies. He served as president of Ressources Cristobal Inc., a mineral exploration company listed on the Montreal Stock Exchange from 1988 to 1992. During this period, he participated in the company's financing activities, including a public fundraising under the REA program involving Foratek International Inc. and contributed to the company's public listing process. These initiatives supported the development of a quartz deposit through Si-Uniquartz Inc. and the expansion of a hydrogeological drilling and service business. Mr. Marleau has been involved with the Baie-Johan-Beetz high-purity silica project since its discovery and has overseen much of the exploration work conducted on the property. He serves as the chief operating officer and chairman of the board of the resulting issuer, and has not entered into a non-competition or non-disclosure agreement with the resulting issuer. He will devote approximately 80 per cent of his time necessary to perform the work required in connection with the management of the resulting issuer.

Genevieve Ayotte (Montreal, Que.), director

Ms. Ayotte is a member of the Certified Professional Accountants of Quebec and graduated from HEC Montreal with a bachelor's in business management and a DESS in public accounting (2008). Outside of Ms. Ayotte's accounting profession, she also served until September, 2024, as president of Women in Mining -- Montreal. Since 2008, Ms. Ayotte developed extensive mining knowledge, specifically in public accounting at PricewaterhouseCoopers LLP and as a board member and consultant for junior mining companies. As a director in audit at the Montreal office, she has worked with many Canadian mining companies, including Arianne Phosphate, which she joined as its chief financial officer in 2022. She will devote approximately 5 per cent of her time necessary to perform the work required in connection with the management of the resulting issuer. Ms. Ayotte has not entered into a non-competition or non-disclosure agreement with the resulting issuer.

Marc Rousseau (Saint-Joseph-Du-Lac, Que.), director

Mr. Rousseau began his professional career with Ford Credit Canada, where he served as director of operations. In 2001, he joined the Business Development Bank of Canada as a senior business development manager, a position he held until the founding of LVR Capital in September, 2005. Concurrently, Mr. Rousseau pursued a distinguished military career with the Canadian Forces Reserves from 1981 to 2004 as an infantry officer. He commanded the Fusiliers Mont-Royal Regiment from 1996 to 1999, and was deployed to Bosnia, where he served as plans and policy team leader at North Atlantic Treaty Organization headquarters in Sarajevo. He retired with the rank of Lieutenant-Colonel. Mr. Rousseau is the president of LVR Capital, a boutique merchant banking firm specializing in corporate finance and strategic advisory services, with a particular focus on debt financing. Since 2005, he has been instrumental in securing approximately $300-million in financing for numerous companies, and has led the restructuring and turnaround of several businesses. In 2025, the operations of LVR Capital were integrated into Agilis Capital, where Mr. Rousseau is currently a partner. Mr. Rousseau has extensive board and governance experience. He previously served as a director of the National Film Board of Canada, chaired the Quebec Society for Disabled Children and currently serves as president of the Fusiliers Mont-Royal Foundation. He also serves on the advisory committees of Pilote Groupe Conseil and Synergx. Since 2021, Mr. Rousseau has served as chief financial officer of Quantum Emotion Corp., where he has played a key role in the company's financing activities and its uplisting to the NYSE American. Since 2025, he has also served as vice-chair of the board of directors of Commissionaires du Quebec, one of Canada's leading security service organizations. He serves as a director of the resulting issuer. He will devote approximately 15 per cent of his time necessary to perform the work required in connection with the management of the resulting issuer. Mr. Rousseau has not entered into a non-competition or non-disclosure agreement with the resulting issuer.

Yves-Andre Bureau (Saint-Adolphe-d'Howard, Que.), director

Mr. Bureau is an industrial engineer and senior project executive with more than 35 years of experience in infrastructure development, renewable energy, project financing, corporate governance and indigenous economic development across Northern Canada. Mr. Bureau holds a bachelor's degree in industrial engineering from the Universite du Quebec a Trois-Rivieres and a master's degree in health administration from the faculty of medicine of the Universite de Montreal. He has been a registered professional engineer since 1985 and is a member of both the Ordre des ingenieurs du Quebec and the Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists. Since 2002, Mr. Bureau has served as president of YAB Management, a consulting firm specializing in strategic advisory services, business development, project management and corporate structuring for major infrastructure, renewable energy and economic development initiatives in Northern Canada. His work has focused extensively on supporting indigenous organizations and communities, including Inuit, Cree and Innu partners, as well as private and public sector organizations operating in Northern regions. Throughout his career, Mr. Bureau has led or supported the development of more than $350-million in infrastructure, renewable energy, community development, logistics and mining-related projects. His experience includes project financing, public-private partnership structuring, feasibility studies, risk management, contract negotiations and corporate governance. Mr. Bureau has also served on numerous boards of directors, and has held leadership positions as chair, treasurer, corporate secretary and director for various corporations and development organizations. He is widely recognized for his ability to build partnerships among indigenous organizations, governments, financial institutions and private-sector stakeholders to advance sustainable economic development initiatives. He serves as a director of the resulting issuer. He will devote approximately 5 per cent of his time necessary to perform the work required in connection with the management of the resulting issuer. Mr. Bureau has not entered into a non-competition or non-disclosure agreement with the resulting issuer.

Other insiders

Upon completion of the qualifying transaction, it is anticipated that Mr. Marleau will directly and indirectly own, or exercise control or direction over, an aggregate of 9,498,802 resulting issuer shares, representing 12.14 per cent of the issued and outstanding resulting issuer shares assuming completion of the minimum offering and 10.52 per cent assuming completion of the maximum offering, and that Mr. Marleau will directly and indirectly own, or exercise control or direction over, an aggregate of 32,674,769 resulting issuer shares, representing 41.75 per cent of the issued and outstanding resulting issuer shares assuming completion of the minimum offering and 36.20 per cent assuming completion of the maximum offering, in each case assuming that the FT election is not exercised.

Financial information of PAL

The table below sets out certain financial data for PAL in respect of the periods for which financial information which will be included in the filing statement.

Consolidated capitalization

The following table sets forth the pro forma share capital of the resulting issuer, on a consolidated basis, after giving effect to the qualifying transaction and assuming that the FT election is not exercised.

The following table sets forth the pro forma share capital of the resulting issuer, on a consolidated basis, after giving effect to the qualifying transaction and assuming that the FT election is exercised.

Further information

The company plans to issue additional news releases providing further details in respect of the proposed qualifying transaction, the definitive agreement, additional terms of the concurrent financing and other material information as it becomes available.

For additional information concerning the company, PAL, the resulting issuer, the qualifying transaction and the concurrent financing, please refer to the company's news releases dated June 18, 2026, and Feb. 6, 2026, which are available under Kua's SEDAR+ profile, and the filing statement, which will be filed under Kua's SEDAR+ profile.

Trading in the Kua shares is currently halted. It is uncertain whether the Kua shares will resume trading until the qualifying transaction is completed and approved by the exchange.

There are not any interests in the qualifying transaction held by non-arm's-length parties to Kua or PAL.

About Placements Appalache Ltee

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 since more than 50 years, and has developed a precise and unique expertise over the Canadian silica market. PAL owns exclusive mining rights of ultrawhite high-purity silica deposits on the bank of the St. Lawrence Gulf, situated at Baie-Johan-Beetz, Que.

About Kua Investments Inc.

Kua Investments 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.

We seek Safe Harbor.