Mr. Marcel Robillard reports

PUMA WELCOMES KINROSS GOLD AS STRATEGIC INVESTOR TO EXPLORE AND DEVELOP THE WILLIAMS BROOK PROJECT

Puma Exploration Inc. has signed a definitive option agreement with KG Exploration (Canada) Inc., a wholly owned subsidiary of Kinross Gold Corp. with respect to the Williams Brook, Portage and Jonpol properties located in northern New Brunswick, Canada.

Under the terms of the option agreement, Kinross will have, subject to certain conditions, the option to earn a 65-per-cent interest in the project by financing a minimum of $16.75-million in exploration expenditures during a period of five years (including a firm commitment of $2-million with at least 5,000 metres of drilling during the first 18 months).

In connection with the option agreement, Kinross has also agreed to subscribe under a concurrent private placement for treasury common shares of the company, representing approximately 9.9 per cent of its issued and outstanding shares.

Puma's president and chief executive officer, Marcel Robillard, stated: "We believe in the region's potential to host Canada's next major gold camp. I am delighted to welcome Kinross, the first major gold producer to establish a presence in New Brunswick. I look forward to working with its first-in-class exploration and development team to grow the region's potential." Most of the first $2-million will be directed toward drilling (5,000 metres) and other identified targets on the Williams Brook property. The drilling program will continue to test and define the Lynx gold zone previously intersected by Puma (5.55 grams per tonne (g/t) gold (Au) over 50.15 metres (m), 2.49 g/t Au over 63.05 m, 5.15 g/t Au over 23.15 m, 2.77 g/t Au over 42.80 m, 1.24 g/t Au over 98.05 m, 3.97 g/t Au over 22.10 m, 3.12 g/t Au over 35.35 m)."

He also emphasized the financial benefits of the agreement: "Within four years and with only $12.75-million of expenditures (as of May 31, 2024), Puma successfully defined a high-grade gold zone at the Williams Brook property, the Lynx gold zone that attracted a Tier 1 gold producer. With juniors still struggling despite gold's all-time high price, this significant injection of cash over the next five years, especially Kinross's firm commitment over the next 18 months, will significantly accelerate exploration and unlock the project's value. Kinross's commitment represents a stamp of approval on Williams Brook's potential, and having Puma as the operator speaks to Kinross's confidence in the strength of our exploration team."

Under the option agreement, Puma will act as the operator and will be assisted by a technical committee comprising two representatives of each company. The option agreement confirms Kinross's trust in Puma's expertise and skill in driving exploration forward. As operator, Puma will also receive management fees that will contribute directly to Puma's treasury.

Option agreement highlights

To earn a 65-per-cent interest in the project, Kinross will have to finance $16.75-million in exploration expenditures as follows:

• $2-million in the first 18 months with a commitment for 5,000 metres of drilling (firm commitment);
• $3-million in the second year;
• $3-million in the third year;
• $4-million in the fourth year;
• $4.75-million in the fifth year.

As operator, Puma will receive management fees on an annual basis equal to 10 per cent of annual expenditures until a cumulative amount of $1-million has been incurred and (ii) 5 per cent of annual expenditures for any expenditures in excess of such cumulative amount of $1-million.

Upon exercise of the option, Kinross and Puma will form a joint venture on an initial basis of 65 per cent for Kinross and 35 per cent for Puma. Both companies will have to contribute in accordance with their respecting participating interest or be diluted under a customary dilution clause. Under certain circumstances, including if a participant's interest in the joint venture is diluted to 10 per cent or less, its interest will automatically convert to a 2-per-cent net smelter returns (NSR) royalty, half of which (1 per cent) can be purchased for $1.5-million (U.S.).

Concurrent private placement of $1,011,473.47

As part of the option agreement, Kinross has agreed to subscribe under a non-brokered private placement for 16,857,891 treasury common shares of the company at a price of six cents per share for aggregate gross proceeds of $1,011,473.47. The net proceeds of the offering will be used by the company to explore its other projects and for general corporate and working capital purposes.

Puma and Kinross have also agreed on the terms of an investor rights agreement (IRA), pursuant to which, among other things, Kinross will be granted on the closing date of the offering the right to participate in future equity financings in order to maintain its ownership percentage in the company or acquire up to 19.9 per cent of the total of common shares of the company issued and outstanding after issuance of new securities.

The option agreement and private placement were negotiated at arm's length and there were no finder's fees associated therewith. Closing of both the option agreement and the offering remains subject to certain closing conditions, including the approval of the TSX Venture Exchange. All securities issued under the offering will have a statutory hold period of four months and one day.

The transaction with Kinross is aligned with the company's DEAR business model of discovery, exploration, acquisition and royalties to generate maximum value for shareholders with low share dilution. The company expects to release news regarding its short to medium-term strategy for its other 100-per-cent-held properties in the coming weeks.

Qualified person

The content of this press release was prepared by Marcel Robillard, president, and Dominique Gagne, PGeo, qualified persons as defined by National Instrument 43-101, who supervised the preparation of technical information that forms part of this news release.

About Puma's assets in New Brunswick

Puma has accumulated an impressive portfolio of prospective gold landholdings in Northern New Brunswick -- the Williams Brook, JonPol, Portage, TIMM and Jacquet River properties. They are all located near the Rocky Brook Millstream fault (RBMF), a major regional structure formed during the Appalachian orogeny and a significant control for gold deposition in the region. Puma's work to date has focused on the Williams Brook property, but prospecting and surface exploration work on the other properties have confirmed their potential for significant gold mineralization. Puma retains its 100-per-cent interest in the TIMM and Jacquet River properties and will continue to advance their development.

About Puma Exploration Inc.

Puma Exploration is a Canadian-based mineral exploration company with precious metals projects in New Brunswick, near Canada's Famous Bathurst mining camp. Puma has a long history in northern New Brunswick, having worked on regional projects for over 15 years. Puma's successful exploration methodology, which combines old prospecting methods with detailed trenching and up-to-date technology such as artificial intelligence, has been instrumental in facilitating an understanding of the geology and associated mineralized systems in the region. Armed with geophysical surveys, geochemical data and consultants' expertise, Puma has developed a perfect low-cost exploration tool to discover gold at shallow depths and maximize drilling results.

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