Mr. Kelly Abbott reports

PEGMATITE ONE ANNOUNCES SIGNING OF DEFINITIVE OPTION AGREEMENT FOR FRAZER LAKE LITHIUM PROJECT WITH ASX LISTED VALOR RESOURCES

Pegmatite One Lithium and Gold Corp., further to its announcement on Dec. 5, 2023, has entered into a definitive option agreement dated Feb. 10, 2024, with Valor Resources Ltd., an arm's-length party, listed on the Australian Securities Exchange. The agreement grants Valor the right to acquire a 100-per-cent interest (subject to existing royalties) in 662 mineral claims situated within the province of Ontario known as the Frazer Lake project, for various payments to be made, as described below, on or before Sept. 30, 2024.

Transaction consideration

Pursuant to the agreement, the company has granted Valor the option to acquire a 100-per-cent interest in the project (subject to existing royalties) upon the following terms and conditions:

• An $80,000 cash payment made by Valor to the company upon signing of the agreement;

• 30 million ordinary shares in the capital of Valor at a deemed issue price of 0.4 Australian cent per Valor share or $120,000 (Australian) cash at Valor's election on the earlier of the commencement of on ground field-based exploration activities or June 1, 2024;

• 30 million Valor shares at the deemed price or $120,000 (Australian) cash at Valor's election three months postcommencement of on ground field-based exploration activities;

• and one billion Valor shares at the deemed price on or before Sept. 30, 2024.

The payments set out in the items above are firm commitments and must be made even in the event Valor terminates the option. The references to the number of VAL shares to be issued are on a preconsolidation basis of VAL shares and are to be adjusted to reflect any consolidation of the VAL shares if such consolidation becomes effective before a relevant issue of VAL shares.

Distribution to shareholders

Upon receipt of the Valor shares, and subject to compliance with applicable law, the company intends to distribute the Valor shares to all shareholders of the company as of a distribution date to be set in the future, on a pro rata basis. Shareholders must hold share of the company as of the distribution date to qualify to receive Valor shares in the distribution. The company will provide further updates on the distribution date at a later date.

Management commentary

Kelly Abbott, chief executive officer of Pegmatite One, expressed his enthusiasm, stating: "We are thrilled to announce the signing of this definitive option agreement with Valor Resources for our Frazer Lake project. Valor's presence on the ASX exchange offers our shareholders exposure to a broader investor base and diversification across multiple assets. Their track record of success and expertise in the resource sector further strengthens our confidence in this collaboration. We believe that this partnership will create value for both Pegmatite One and Valor shareholders as we work together to unlock the full potential of the Frazer Lake project."

The transaction is subject to, among other things, shareholder approval, if required, receipt of required regulatory approvals and other customary conditions of closing.

About Pegmatite One Lithium and Gold Corp.

Pegmatite One is a publicly traded company exploring for lithium and gold. The company is committed to responsible mining practices and operates two mineral exploration properties in Northwestern Ontario and a third mineral exploration property on Vancouver Island.

We seek Safe Harbor.