Mr. Chris Hazelton reports

METALITE RESOURCES ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE LAUNAY GOLD PROPERTY AND RECEIVES SHAREHOLDER APPROVAL

Metalite Resources Inc. has entered into a definitive asset purchase agreement dated June 19, 2026, with Launay Gold Corp. and Cachee Gold Mines Corp., pursuant to which Metalite has agreed to acquire, directly or indirectly, a 100-per-cent undivided interest in and to the Launay gold property, located in Quebec, Canada, subject to certain pre-existing net smelter return (NSR) royalties.

Chris Hazelton, chief executive officer of Metalite, commented: "Entering into the definitive agreement for the Launay gold property represents an important step in building Metalite's portfolio of mineral exploration projects. The addition of Launay, located in Quebec's Abitibi region, complements the company's existing 100-per-cent-owned Arthurs Seat silver-antimony project in New South Wales, Australia. We believe the company will be well positioned to advance both assets through focused technical evaluation, exploration planning and target development."

Definitive agreement transaction terms

Pursuant to the definitive agreement, Metalite will acquire, directly or indirectly, a 100-per-cent undivided interest in the Launay gold property in consideration for the issuance of six million common shares of Metalite to Launay or its designated nominee in accordance with the terms of the definitive agreement.

Shareholder approval and new control person

As disclosed in the company's March 23, 2026, news release, the transaction was originally contemplated as an acquisition by Metalite of all of the issued and outstanding shares of Launay from Cachee. Pursuant to the definitive agreement, the transaction has been restructured as an asset purchase pursuant to which Metalite will acquire, directly or indirectly, a 100-per-cent undivided interest in the Launay gold property from Launay. The issuance of the consideration shares is expected to result in Launay or its designated nominee becoming a new control person (as such term is defined in the policies of the Canadian Securities Exchange) of Metalite. In accordance with applicable CSE policies, the creation of a new control person requires shareholder approval.

The company is pleased to announce that it has obtained such approval by written consent from holders of 7,552,190 common shares of Metalite, representing approximately 72.9 per cent of the issued and outstanding common shares of the company. Accordingly, the shareholder approval condition relating to the creation of a new control person has been satisfied.

The transaction remains subject to final acceptance of the CSE and the satisfaction or waiver of all remaining closing conditions. The company currently expects the Transaction to close after the expiry of the required five-business-day period following the filing of all applicable documents under CSE policies.

Mineral claims

The Launay gold property comprises 314 mineral claims in Quebec. Of these claims, 74 are transferable at closing following receipt of approval from the Ministere des Ressources naturelles et des Forets of Quebec (MRNF). The balance of 240 claims are conditionally transferable following completion of the minimum required exploration commitments applicable to such claims, as further described in the section exploration commitments below.

At closing of the transaction, the transferable claims will be transferred to Metalite or a subsidiary of Metalite. With respect to the conditionally transferable claims, Launay and Metalite will enter into a bare trust agreement pursuant to which Launay will transfer a 100-per-cent beneficial interest in the conditionally transferable claims to Metalite or a subsidiary of Metalite as of the closing date of the transaction. Launay will retain registered ownership of the conditionally transferable claims pending satisfaction of the applicable work commitments required to permit registered transfer under MRNF requirements.

In the event Metalite does not complete the required exploration commitments in respect of any conditionally transferable claims prior to the applicable deadline and such failure results in the cancellation of any such claims, there will be no adjustment to the number of consideration shares issuable under the definitive agreement, and neither Launay nor Cachee will have any liability to Metalite in respect thereof.

Exploration commitments

Pursuant to the definitive agreement, Metalite has agreed to incur expenditures on the Launay gold property of at least $500,000 within 12 months following the closing date and an additional $1.5-million within the subsequent 18-month period, for aggregate expenditures of $2-million. If Metalite fails to incur the exploration commitments within the specified time frames, Launay will have the right, but not the obligation, to repurchase the Launay gold property for a total purchase price of $1, in accordance with the terms of the definitive agreement.

Property acquisition history and prior work

Launay initially acquired the Launay gold property in late 2010 from an arm's-length party and has acquired and staked additional claims comprising the Launay gold property on a number of occasions, including an aggressive acquisition program in late 2020 focused on consolidating the available landholdings in the district. The aggregate acquisition cost, to Launay, was approximately $400,000, which comprises consideration paid to third parties, claim staking and claim maintenance.

Since acquiring the Launay gold property, Launay has conducted work that included geological compilation, prospecting, sampling, geophysical and geochemical surveys, line cutting, trenching, drilling, and other, with aggregate expenditures of approximately $1.4-million. The results of this work have been used to support the company's initial exploration planning and target development for the Launay gold property. Assessment work reports relating to certain of the foregoing exploration work have been filed by Launay with the MRNF, as the applicable Quebec mining authority, and are available through SIGEOM, Quebec's on-line geology and mining information system.

Closing mechanics and postclosing matters

Pursuant to the definitive agreement, the board of directors of Metalite will be reconstituted following the closing date and will comprise five directors, four of whom will be nominated by Metalite and one of whom will be nominated by Cachee, subject to applicable regulatory requirements and approvals.

Alex Storcheus will be appointed chairman of the board of directors of Metalite. Mr. Storcheus is Cachee's nominee to the board. Mr. Storcheus has worked at FMI Capital Partners, a private merchant and investment banking group based in Toronto, since 2010, and is currently partner and chief operating officer. His experience includes financial and strategic advisory activities in the small-cap space, including mergers and acquisitions and going-public transactions. Mr. Storcheus currently serves as director and chief executive officer of Cachee and is a CFA charterholder.

The consideration shares will be subject to an extended hold period expiring on the later of: (i) four months following the closing date; and (ii) ten trading days following the date on which Metalite files a technical report in respect of the Launay gold property prepared in accordance with the National Instrument 43-101, Standards of Disclosure for Mineral Projects.

The consideration shares may also be subject to escrow requirements under applicable CSE policies, depending on the size of the recipient's holdings and its relationship to Metalite following the closing date.

The consideration shares will be issued at a deemed price of 20 cents, equal to a discount of approximately 25 per cent to the closing price of the company's common shares on June 19, 2025, being the maximum discount permitted under the policies of the CSE. For purposes of the CSE policies, the deemed issue price of the consideration shares will be equal to the discounted market price (as such term is defined in the policies of the CSE), representing aggregate deemed consideration of $1.2-million.

No finder's fee is payable by the company in connection with the transaction.

About Metalite Resources Inc.

Metalite Resources is a Canadian junior mineral exploration issuer that owns a 100-per-cent interest in the Arthurs Seat silver-antimony project in New South Wales, Australia.

Metalite has entered into the definitive agreement to acquire, directly or indirectly, a 100-per-cent undivided interest in the Launay gold property, a district-scale gold property located in the heart of Quebec's Abitibi region. Following closing of the transaction, Metalite intends to focus its exploration efforts on the Launay gold property and advance continuing technical evaluation and target development. For additional information regarding the transaction and the Launay gold property, please refer to the company's news release dated March 23, 2026.

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