File: Attachment News - Rex Resources - LOI re Bathurst (Sept 8, 2025) v2.pdf

Not for distribution to United States newswire services or for dissemination in the United States

228 1122 Mainland St. Vancouver, BC V6B 5L1 www.rexresourcescorp.com

TSX-V: OWN

Rex Resources Announces Letter of Intent for Proposed Transaction with Bathurst Metallic Corp.

News Release: September 8, 2025 Vancouver, B.C. Rex Resources Corp. (TSXV: OWN, FWB: 94G) ("Rex" or the "Company") is pleased to announce that it has entered into an arm's length non-binding letter of intent ("LOI") dated September 8, 2025 with Bathurst Holdings Inc. in respect of a proposed business combination (the "Proposed Transaction"), whereby the Company proposes to acquire all of the issued and outstanding securities of Bathurst Holdings Inc.'s wholly-owned subsidiary, Bathurst Metallic Corp. ("Bathurst Metallic") in exchange for the issuance of securities of the Company, which will result in Bathurst Metallic becoming a wholly-owned subsidiary of the Company. It is anticipated that the Proposed Transaction will constitute a "Reverse Takeover" of the Company in accordance with Policy 5.2 Changes of Business and Reverse Takeovers ("Policy 5.2") of the TSX Venture Exchange (the "Exchange") where the existing shareholders of Bathurst Holdings Inc. or Bathurst Metallic will own a majority of the outstanding common shares of the Company and the Company is expected be renamed to such name as the Company and Bathurst Metallic may determine (the "Resulting Issuer"). Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 - Mining Issuer on the Exchange.

About Bathurst Metallic Corp.

Bathurst Metallic Corp. is a New Brunswick based private company led by an experienced mining and exploration team, with a robust roadmap to restart and advance multiple projects. The company has strong roots in New Brunswick with a focus on sustainability and stakeholder relations. The company is lead by a team of mineral sector professionals with a track record of creating significant value advancing and devoting assets towards production scenarios. Bathurst Metallic Corp. is in the process of acquiring the Stratmat and Halfmile Projects with signed agreements with a Receiver and the Government of New Brunswick.

The Halfmile Mine is an underground polymetallic mine located in northern New Brunswick, Canada. The project covers an area of 1,104ha and has 73 claims. It contains lead, zinc, gold, silver and copper. Infrastructure at the site includes water and power utilities, a mill-feed storage pad, office space, dry shops, and access roads.

The Stratmat deposit is a significant polymetallic massive sulphide deposit (VMS) containing zinc-lead- silver-copper-gold located in the Bathurst Mining Camp of New Brunswick, Canada.

Terms of the Proposed Transaction

Pursuant to the terms and conditions of the LOI, the Company and Bathurst Holdings Inc. will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Proposed Transaction as described in the LOI and this news release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The LOI is expected to be superseded by the - 2 -

Definitive Agreement to be negotiated between the parties. The Proposed Transaction will be structured as a share exchange, plan of arrangement, amalgamation or other form of business combination based on the advice of the parties' respective advisors and taking into account various securities, tax, operating and other considerations.

If, and when, a Definitive Agreement is executed in connection with the Proposed Transaction, the Company will issue a more comprehensive news release in accordance with Policy 5.2 of the Exchange disclosing further details of the Proposed Transaction, including, among other things, financial information respecting Bathurst Metallic, capitalization, structure of the Proposed Transaction, concurrent financing terms, shareholder approval (if required), and details of insiders and proposed directors and officers of the Resulting Issuer.

Trading Halt

Trading will remain halted pending receipt and review of acceptable documentation pursuant to Section 2.2 of Exchange Policy 5.2 regarding a reverse takeover transaction.

Additional Information

The Proposed Transaction is an "Arm's Length Transaction" pursuant to the policies of the Exchange.

The Proposed Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.

Additional information concerning the Proposed Transaction, the Company, Bathurst Metallic and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by the Company in connection with the Proposed Transaction and which will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (British Columbia), principal and consultant of Apex Geoscience of Edmonton, Alta., who is a director of the company and a qualified person, as defined in NI 43-101

About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties.

ON BEHALF OF THE BOARD OF DIRECTORS

Craig Taylor, Director (604) 318-4053 ctagencies@hotmail.com www.rexresourcescorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. - 3 -

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Cautionary Note

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

All information contained in this news release with respect to the Company and Bathurst Metallic was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Bathurst Metallic for any information concerning such party.

Forward-Looking Statements

This news release contains "forward-looking information or statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction, the execution of the Definitive Agreement, and the proposed business of the Resulting Issuer. The information about Bathurst Metallic contained in the news release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction, the name change of the Company, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Proposed Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction, any applicable private placement in connection with the Proposed Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and Bathurst Metallic. The statements in this news release are made as of the date of this news release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Bathurst Metallic, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the Proposed Transaction will be completed or, if completed, will be successful.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in - 4 -

governmental regulations, laws and regulations, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Bathurst Metallic may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company and Bathurst Metallic believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and Bathurst Metallic disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

File: '\\swfile\EmailIn\20250908 140608 Attachment News - Rex Resources - LOI re Bathurst (Sept 8, 2025) v2.docx'

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Not for distribution to United States newswire services or for dissemination in the United States

228 - 1122 Mainland St.

Vancouver, BC V6B 5L1

www.rexresourcescorp.com

TSX-V: OWN

Rex Resources Announces Letter of Intent for Proposed Transaction with Bathurst Metallic Corp.

News Release: September 8, 2025 - Vancouver, B.C. - Rex Resources Corp. (TSXV: OWN, FWB: 94G) ("Rex" or the "Company") is pleased to announce that it has entered into an arm's length non-binding letter of intent ("LOI") dated September 8, 2025 with Bathurst Holdings Inc. in respect of a proposed business combination (the "Proposed Transaction"), whereby the Company proposes to acquire all of the issued and outstanding securities of Bathurst Holdings Inc.'s wholly-owned subsidiary, Bathurst Metallic Corp. ("Bathurst Metallic") in exchange for the issuance of securities of the Company, which will result in Bathurst Metallic becoming a wholly-owned subsidiary of the Company. It is anticipated that the Proposed Transaction will constitute a "Reverse Takeover" of the Company in accordance with Policy 5.2 - Changes of Business and Reverse Takeovers ("Policy 5.2") of the TSX Venture Exchange (the "Exchange") where the existing shareholders of Bathurst Holdings Inc. or Bathurst Metallic will own a majority of the outstanding common shares of the Company and the Company is expected be renamed to such name as the Company and Bathurst Metallic may determine (the "Resulting Issuer"). Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 - Mining Issuer on the Exchange.

About Bathurst Metallic Corp.

Bathurst Metallic Corp. is a New Brunswick based private company led by an experienced mining and exploration team, with a robust roadmap to restart and advance multiple projects. The company has strong roots in New Brunswick with a focus on sustainability and stakeholder relations. The company is lead by a team of mineral sector professionals with a track record of creating significant value advancing and devoting assets towards production scenarios. Bathurst Metallic Corp. is in the process of acquiring the Stratmat and Halfmile Projects with signed agreements with a Receiver and the Government of New Brunswick.

The Halfmile Mine is an underground polymetallic mine located in northern New Brunswick, Canada. The project covers an area of 1,104ha and has 73 claims. It contains lead, zinc, gold, silver and copper. Infrastructure at the site includes water and power utilities, a mill-feed storage pad, office space, dry shops, and access roads.

The Stratmat deposit is a significant polymetallic massive sulphide deposit (VMS) containing zinc-lead-silver-copper-gold located in the Bathurst Mining Camp of New Brunswick, Canada.

Terms of the Proposed Transaction

Pursuant to the terms and conditions of the LOI, the Company and Bathurst Holdings Inc. will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Proposed Transaction as described in the LOI and this news release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties. The Proposed Transaction will be structured as a share exchange, plan of arrangement, amalgamation or other form of business combination based on the advice of the parties' respective advisors and taking into account various securities, tax, operating and other considerations.

If, and when, a Definitive Agreement is executed in connection with the Proposed Transaction, the Company will issue a more comprehensive news release in accordance with Policy 5.2 of the Exchange disclosing further details of the Proposed Transaction, including, among other things, financial information respecting Bathurst Metallic, capitalization, structure of the Proposed Transaction, concurrent financing terms, shareholder approval (if required), and details of insiders and proposed directors and officers of the Resulting Issuer.

Trading Halt

Trading will remain halted pending receipt and review of acceptable documentation pursuant to Section 2.2 of Exchange Policy 5.2 regarding a reverse takeover transaction.

Additional Information

The Proposed Transaction is an "Arm's Length Transaction" pursuant to the policies of the Exchange.

The Proposed Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.

Additional information concerning the Proposed Transaction, the Company, Bathurst Metallic and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by the Company in connection with the Proposed Transaction and which will be available under the Company's SEDAR+ profile at www.sedarplus.ca.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, P.Geo. (British Columbia), principal and consultant of Apex Geoscience of Edmonton, Alta., who is a director of the company and a qualified person, as defined in NI 43-101

About Rex Resources Corp.

Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties.

ON BEHALF OF THE BOARD OF DIRECTORS

Craig Taylor, Director

(604) 318-4053

ctagencies@hotmail.com

www.rexresourcescorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

Cautionary Note

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

All information contained in this news release with respect to the Company and Bathurst Metallic was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Bathurst Metallic for any information concerning such party.

Forward-Looking Statements

This news release contains "forward-looking information or statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction, the execution of the Definitive Agreement, and the proposed business of the Resulting Issuer. The information about Bathurst Metallic contained in the news release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction, the name change of the Company, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the Proposed Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction, any applicable private placement in connection with the Proposed Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on the Company's due diligence and the receipt of tax, corporate and securities law advice for both the Company and Bathurst Metallic. The statements in this news release are made as of the date of this news release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Bathurst Metallic, their securities, or their respective financial or operating results (as applicable). There can be no assurance that the Proposed Transaction will be completed or, if completed, will be successful.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in governmental regulations, laws and regulations, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Bathurst Metallic may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company and Bathurst Metallic believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and Bathurst Metallic disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.