Mr. Craig Taylor reports

REX RESOURCES AND BATHURST HOLDINGS INC. ENTER INTO DEFINITIVE AGREEMENT

Rex Resources Corp. and Bathurst Holdings Inc. (BHI) have entered into an arm's-length acquisition agreement dated Jan. 14, 2026, regarding a proposed reverse takeover transaction in accordance with Policy 5.2, Changes of Business and Reverse Takeovers, of the TSX Venture Exchange corporate finance manual.

About Bathurst Holdings Inc.

Bathurst Holdings is a private Canadian company led by an experienced mining and exploration team, with a robust road map to restart and advance multiple projects. BHI has strong roots in New Brunswick with a focus on sustainability and stakeholder relations and is led by a team of mineral-sector professionals with a record of creating significant value advancing and devoting assets toward production scenarios. BHI has entered into a term sheet and exclusivity agreement providing BHI the exclusive right to acquire the large claim package comprising the Stratmat and Halfmile projects in New Brunswick. BHI is working closely with the government of New Brunswick on closing the acquisition.

The Halfmile mine is an underground polymetallic mine located in northern New Brunswick. The project covers an area of 1,104 hectares 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 (VMS) deposit containing zinc/lead/silver/copper/gold located in the Bathurst mining camp of New Brunswick.

The RTO transaction

As set out in the definitive agreement, the company will acquire all of the issued and outstanding common shares of BHI pursuant to a three-cornered amalgamation to be completed under the Business Corporations Act (Ontario) (OBCA) by the parties and a wholly owned subsidiary of the company incorporated for the purpose of completing the amalgamation. The amalgamation will result in the issuance of 25 million common shares of the company to the shareholders of BHI for each BHI share held by such BHI shareholder on a one-to-one basis, immediately prior to the closing of the RTO transaction.

The amalgamation will result in the reverse takeover (as defined in Policy 5.2) of the company by the BHI shareholders. Following the completion of the RTO transaction, the company, as the issuer resulting therefrom, is expected to carry on the current business of BHI. The business of the resulting issuer will be primarily focused on mineral exploration and development of BHI's projects located in New Brunswick. BHI's projects will be subject to a 2-per-cent net smelter return royalty, with the option to buy back one-half (50 per cent) of the net smelter return royalty for $1-million for a period of five years after closing.

Upon completion of the RTO transaction, it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the TSX-V (as defined by the policies of the TSX-V).

Preclosing capitalization of the company

As of the date hereof, the company's authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares in the capital of the company, issuable in series, of which 18,173,095 common shares and no preferred shares are issued and outstanding. In addition, the company currently has 566,666 stock options and 1,174,999 warrants issued and outstanding.

Resulting issuer capitalization

If the RTO transaction and the maximum amount of the concurrent financing (as defined herein) are completed, the resulting issuer will have approximately 57,173,095 common shares issued and outstanding on an undiluted basis.

Concurrent financing

In connection with the RTO transaction, BHI expects to undertake a private placement (the concurrent financing) of subscription receipts of BHI at a price of 25 cents per subscription receipt for aggregate gross proceeds of a minimum of $2.5-million and a maximum of $3.5-million.

Each subscription receipt will, concurrent with the closing, automatically convert into one common share of the resulting issuer, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the TSX-V for the RTO transaction and satisfaction or waiver of all of the conditions precedent to the RTO transaction as set out in the definitive agreement.

The net proceeds of the concurrent financing will be used for mineral exploration and development of BHI's projects and for general and working capital purposes.

There may be finders' fees/broker fees paid in connection with the concurrent financing. There will be no finders' fees paid in connection with the RTO transaction.

Conditions precedent

The completion of the RTO transaction will be subject to a number of terms and conditions to set forth in the definitive agreement, including, among other things: (i) there being no material adverse change in respect of either of the parties; (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSX-V, subject only to customary conditions of closing; (iii) the completion of a name change of the company; (iv) completion of the concurrent financing; (v) completion of a National Instrument 43-101 technical report for BHI's projects; (vi) completion of audited financial statements of BHI; (vii) BHI shall have closed the acquisition of the Stratmat and Halfmile projects; and (viii) such other customary conditions of closing for a transaction in the nature of the RTO transaction. Accordingly, there can be no assurance that the RTO transaction will be completed on the terms proposed and described herein, or at all.

Additional information

Further updates in respect of the RTO transaction (including financial information regarding BHI) will be provided in a subsequent news release. Also, additional information concerning the RTO transaction, the parties and the resulting issuer will be provided in the filing statement to be filed by the parties in connection with the RTO transaction, which will be available under the company's SEDAR+ profile.

The audited financial statements of BHI, together with other required financial information, will be included in the filing statement, as required, in connection with the RTO transaction.

No deposits, advances or loans have been or are intended to be made in connection with the RTO transaction.

Proposed directors and officers of the resulting issuer

Subject to TSX-V approval, on completion of the RTO transaction, it is currently anticipated that the board of directors of the resulting issuer will consist of five directors. Information with respect to certain of the proposed directors and officers of the resulting issuer is set forth below. A chief financial officer and corporate secretary of the resulting issuer will be determined prior to closing.

Craig Taylor (current director and chief executive officer of the company)

Previously (since 2018), Mr. Taylor was a director and the CEO of Defense Metals Corp. and helped advance the project from the exploration stage to a completed robust PEA (preliminary economic assessment). From 2007 until 2016, he was a director of Advantage Lithium Corp., a TSX-V-listed junior exploration company. From April, 2012, until April, 2016, he was a director of Clear Mountain Resources Corp., a TSX-V-listed company, now named Patriot One Technologies Inc. Mr. Taylor has served as director and officer of several other public companies engaged in mineral exploration and development throughout his career.

Kevin Vienneau (current director and founder of BHI)

Mr. Vienneau is a mining engineer with 25 years of experience in the Bathurst mining camp. Mr. Vienneau has worked on gold and base metal projects, including at Noranda's Brunswick No. 12 mine and at Stratabound Minerals Corp. Mr. Vienneau has managed numerous exploration programs, helped facilitate the production of numerous NI 43-101 resource estimates and PEAs and co-write an EIA (environmental impact assessment) application that was approved for mining in New Brunswick (the CNE mine, which the company successfully toll milled at the Brunwick mine and reclaimed the site in 2013). He has expertise in permitting, stakeholder and first nation negotiations, acquisitions, new company creation, and stock exchange listings. In 2021, as a co-founder and director (former) helped successfully launched Founders Metals. Mr. Vienneau received his bachelor of engineering from Dalhousie University and resides in Bathurst, N.B.

Kris Raffle (current director of the company)

Mr. Raffle brings 25 years of Canadian and international base and precious metals mineral exploration experience. He is a partner and principal geologist with the leading Edmonton-based geologic consulting firm, Apex Geoscience Ltd. In addition, Mr. Raffle has held past director roles at Defense Metals and New Placer Dome Gold Corp. He has over 25 years of experience conducting project evaluations, exploration program design, data analysis and geological modelling with respect to Archean- and Carlin-type gold, copper-gold porphyry, gold-silver epithermal, volcanic-hosted massive sulphide, rare earth element and kimberlite diamond deposits throughout Canada, the United States and Mexico.

Michael Waldkirch (proposed director)

Mr. Waldkirch is a certified professional accountant (CPA, CGA) with over 25 years of professional experience. Since 1998, he has led the accounting firm of Michael Waldkirch & Co. Inc., based in Vancouver, B.C., Canada, which specializes in providing accounting, tax and business consultancy services to a wide variety of public and private companies. Mr. Waldkirch has represented a wide variety of public corporations, including mining, oil and gas, and technology companies listed on the Toronto Stock Exchange, TSX-V, NYSE American, Nasdaq Stock Market and OTCBB. Mr. Waldkirch has served as chief financial officer of a number of Canadian- and U.S.-listed publicly listed companies, including Gold Standard Ventures Corp. and Barksdale Resources Corp. He is also currently an independent board member of U.S. Gold Corp. Mr. Waldkirch has been directly involved in raising in excess of $300-million for public and private clients.

Tom Martin (current director of BHI)

Mr. Martin has been fully involved in the resource industry for the last 10 years after a long professional hockey career. He is a founder and director of Provenance Gold Corp., a company with two highly prospective gold properties in the United States. Mr. Martin is also in the process of taking a Canadian company with U.S. assets public on the New York Stock Exchange. He has been closely involved with the Discovery Group of Companies and has been integral in numerous capital raises and other related events in the sector. He holds directorships and adviser positions with several private companies.

Shareholder approval

In accordance with Policy 5.2, the company is not required to obtain the approval of its shareholders for the RTO transaction because: (i) the RTO transaction is not a related party transaction (and no other circumstances exist that may compromise the independence of the company or other interested parties); (ii) the company does not have active operations; (iii) the company is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the transaction; and (iv) there is no requirement to obtain shareholder approval of the transaction (or any element thereof) under any applicable corporate or securities laws.

Sponsorship

The TSX-V may require sponsorship of the RTO transaction in accordance with its policies. The parties intend to apply for an exemption from the sponsorship requirements pursuant to the policies of the TSX-V. There is no guarantee that a sponsorship exemption will be granted or that the RTO transaction will be exempt from sponsorship.

Trading halt

Trading in the company's common shares is presently halted and is not expected to resume trading until completion of the RTO transaction or until the TSX-V receives the requisite documentation to resume trading.

Additional information

The RTO transaction is an arm's-length transaction pursuant to the policies of the TSX-V. The RTO 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 TSX-V.

Additional information concerning the RTO transaction, the parties 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 RTO transaction and which will be available under the company's SEDAR+ profile.

Qualified person

The scientific and technical information contained in this news release has been reviewed and approved by Kristopher J. Raffle, PGeo (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.

We seek Safe Harbor.