Mr. Mike Wilson reports

NEVADA ZINC COMPLETES SALE OF NEVADA MINERAL CLAIMS

Further to the news release dated July 24, 2024, Nevada Zinc Corp. has completed the sale of its interest in its mineral claims located in Eureka county, Nevada, to Minaurum Gold Corp. pursuant to the sale and option agreement dated July 24, 2024, as amended.

The property is made up of 203 mineral claims located in Eureka county, Nevada, which are composed of:

1. One patented claim and 26 unpatented lode claims, all of which are 100 per cent legally and beneficially owned by the company's wholly owned subsidiary, Lone Mountain Zinc Ltd.; and
2. 176 unpatented lode claims held by the company through a long-term lease agreement.

Pursuant to the terms of the agreement, the company granted Minaurum an exclusive option to acquire: (i) 100 per cent of the company's right, title and interest in and to the owned claims; and (ii) 100 per cent of the company's rights and interests in and to the lease in respect of the leased claims. Minaurum exercised the option by issuing to the company 3,846,893 common shares in the capital of Minaurum, having an aggregate value of $1-million and paying to the company a cash fee in the amount of $100,000. The consideration shares are subject to: (i) a four-month-and-one-day statutory hold period in accordance with applicable securities laws; and (ii) a contractual restriction on transfer, pursuant to which the company may not sell more than 500,000 consideration shares per week following expiry of the statutory hold period.

The grant of the option was approved by the company's shareholders at a special meeting of the company's shareholders on Feb. 7, 2025. Further information regarding the transaction is contained in the information circular of the company dated Dec. 23, 2024, available under the company's SEDAR+ profile.

Following the closing of the transaction, the company will not meet the Tier 2 continued listing requirements of the TSX Venture Exchange. Accordingly, the shares of the company will be transferred to the NEX board of the exchange upon closing of the transaction.

Secured loan

The company also announces that on June 30, 2023, the company was advanced a secured loan by one of the company's directors, Jim Beqaj, in the amount of $173,321.07. The proceeds of the loan were used to make the annual 2023 rental payment pursuant to the lease, to pay the company's auditor and for exchange listing fees.

The loan bears interest of 10.0 per cent per annum and had a maturity date of Dec. 31, 2023. Upon the maturity date of the loan, the company and the lender entered into a verbal agreement to extend the maturity of the loan until such time as the company is in a position to repay the loan and entered into an amending agreement dated June 13, 2025, formalizing the extension of the maturity date. Pursuant to the loan, the company granted the lender a security interest in the patented claim, which the lender agreed to relinquish in connection with the transaction. The TSX Venture Exchange approved the loan and the extension.

Mr. Beqaj is a director of the company and a related party to the company within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). As such, the loan is considered a related-party transaction under MI 61-101. The company is relying on exemptions from the formal valuation requirements of Section 5.4 of MI 61-101 and minority shareholder approval requirements of Section 5.6 of MI 61-101. As the fair market value of the related party's participation was not more than 25 per cent of the company's market capitalization, the related-party transaction is exempt from the formal valuation requirements pursuant to Subsection 5.5(a) of MI 61-101 and from the minority approval requirements pursuant to Subsection 5.7(1)(a) of MI 61-101.

About Nevada Zinc Corp.

The company is exploring strategic alternatives for enhancing shareholder value.

We seek Safe Harbor.