Mr. Cameron Dorsey reports

NORTH VALLEY RESOURCES EXPANDS PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT TO $1.7 MILLION WITH ADDITION OF CRITICAL MINERAL FLOW-THROUGH SHARES

North Valley Resources Ltd. has amended the terms of its previously announced non-brokered private placement to increase the maximum aggregate gross proceeds to $1.7-million through the addition of up to 1,176,471 critical mineral flow-through common shares of the company at a price of 17 cents per FT share. All other terms of the offering remain unchanged.

The offering will include any combination of:

• Flow-through shares: Each flow-through share will consist of one critical mineral flow-through share of the company. No warrants will be issued in connection with the FT shares.
• Special flow-through units (previously announced as charity flow-through units): Each special FT unit will consist of one special flow-through share of the company and one-half of a common share purchase warrant. Each special FT unit warrant will entitle the holder to acquire one common share of the company at an exercise price of 25 cents for a period of 24 months from the closing date.
• Non-flow-through units: Each non-flow through unit will consist of one non-flow-through common share of the company and one-half of a common share purchase warrant. Each NFT unit warrant will entitle the holder to acquire one common share of the company at an exercise price of 25 cents for a period of 24 months from the closing date.

All warrants issued in connection with the offering will be subject to an acceleration provision whereby, if the closing price of the company's common shares equals or exceeds 35 cents for 10 consecutive trading days, the company may accelerate the expiry date of the warrants to a date that is 30 days following notice to the holders thereof.

All FT shares, special FT units and special FT unit warrants offered in connection with this offering qualify as a flow-through share within the meaning of the Income Tax Act (Canada). Each whole special FT unit warrant is exercisable into one non-flow-through common share of the company at an exercise price of 25 cents for a period of 24 months. The common shares issuable upon exercise of the special FT unit warrants will not qualify as flow-through shares under the Income Tax Act (Canada). The special FT unit offering will be facilitated by Oberon Capital Corp. Oberon Capital will not receive any fees or commissions from the company for its role in the offering.

The gross proceeds from the sale of the FT shares and special FT units will be used to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the tax act, and, for subscribers who are qualifying individuals under the Income Tax Act (British Columbia), these expenditures will also qualify as B.C. flow-through mining expenditures, as defined in Section 4.721(1) of the B.C. tax act. These expenditures will be incurred on North Valley Resources' British Columbia assets, specifically its Comstock property that was optioned in 2021 with the right to earn 100-per-cent ownership. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and will be renounced in favour of the subscribers with an effective date no later than Dec. 31, 2026, in an aggregate amount not less than the total gross proceeds raised from the issuance of the FT and special FT units. The net proceeds from the sale of the NFT units will be utilized for general working capital.

The company may pay finders' fees on the sale of the NFT units in accordance with the policies of the Canadian Securities Exchange.

The offering is subject to certain conditions, including, without limitation, approval of the CSE, and all securities issued under the offering will be subject to statutory hold periods expiring four months and one day from the date of closing of the offering pursuant to applicable securities laws and CSE policy.

About North Valley Resources Ltd.

North Valley Resources is a well positioned junior exploration company focused on advancing its flagship Comstock project, a high-quality exploration asset that is fully permitted for drilling and located in a proven, mining-friendly jurisdiction. The company is executing a disciplined, systematic exploration strategy aimed at unlocking significant copper and gold potential and advancing Comstock toward the mineral resource stage, while creating meaningful value for shareholders.

We seek Safe Harbor.