Mr. Morgan Tincher reports
AURIC RESOURCES ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE EXPLORATION PROPERTIES IN BRITISH COLUMBIA, ONTARIO AND QUEBEC
Auric Resources Corp. has entered into a share purchase agreement dated Sept. 26, 2025, as between the company and the shareholders of 1000334153 Ontario Inc. (10003), pursuant to which the company has agreed to acquire all of the issued and outstanding shares of 10003 in exchange for 16.7 million common shares in the capital of the company on a one-consideration-share-for-one-10003-share basis.
Closing of the share purchase agreement remains subject to TSX Venture Exchange approval and certain approval of shareholders of the company. The company anticipates obtaining the requisite shareholder approval by way of written consent resolution.
Properties
10003 holds certain Canadian mineral exploration property interests, including the Tulameen Arrastra Creek and Tulameen Granite Creek properties in British Columbia, the Georgia Lake property in Ontario, and the Rimouski property in Quebec.
Tulameen Arrastra Creek and Tulameen Granite Creek
The Tulameen Arrastra Creek and Tulameen Granite Creek properties are situated in the Similikameen mining district in south-central British Columbia approximately 28 kilometres southwest of Princeton, B.C. The properties extend over a distance of 26.3 kilometres. The properties comprises 14 unpatented mineral claims in five non-contiguous blocks. The properties have been subject to certain historical exploration and drilling work, and are considered prospective for copper, nickel, platinum group metals and gold. The properties are subject to a 1.5-per-cent net smelter return (NSR) royalty in favour of the original vendors of the properties.
Georgia Lake
The Georgia Lake property is situated 1.6 kilometres east of Rock Tech Lithium's Georgia Lake project in the Thunder Bay mining district in Ontario, approximately 160 kilometres north of Thunder Bay and 70 kilometres north of Nipigon. The property occupies an area of 2,262 hectares and comprises 107 unpatented single cell mining claims. The property is situated in the Quetico subprovince known for its LCT-type (lithium carbonate replacement) lithium deposits. The property has been subject to certain historical exploration work, including recent airborne surveys and soil geochemical sampling.
Rimouski
The Rimouski property is situated in southern Quebec and comprises 49 cell claims occupying a total area of approximately 2,820 hectares. The property covers the largest stream sediment lithium geochemistry anomaly in Quebec based upon the Quebec government's regional stream sediment database. The property's lithium anomaly is an attractive exploration target related to sedimentary formation waters sourced from the base of the Cabano Group. The property is subject to a 2.0-per-cent net smelter return royalty in favour of the original vendors of the property.
Share purchase agreement
Under the terms of the Share purchase agreement, the company has agreed to issue a total of 16.7 million consideration shares on a one-for-one basis such that for each 10003 share held by a 10003 shareholder, a 10003 shareholder will receive one share. The issuance of the consideration shares will not result in the creation of a new insider or control person.
The share purchase agreement includes certain standard representations and warranties, as well as certain conditions to closing, including, but not limited to, that all consents, approvals and other authorizations required to be obtained in connection with the closing of the transaction be obtained.
Closing of the share purchase agreement remains subject to TSX Venture Exchange approval and certain approval of shareholders of the company. As 5.95 million consideration shares will be issued to non-arm's-length parties as a group under the share purchase agreement, representing more than 10 per cent of the company's issued and outstanding common shares on a preclosing basis, the company is required to obtain majority shareholder approval under the policies of the TSX-V from such disinterested shareholders. The company anticipates obtaining the requisite shareholder approval by way of written consent resolution in accordance with the policies of the TSX-V. The company is not paying any finders' fees in connection with the share purchase agreement.
The consideration shares will be subject to the TSX-V's seed share resale restrictions and subject to one-year hold period, with 20 per cent of the consideration shares released every three months, with the first release on the TSX-V's bulletin date.
A copy of the share purchase agreement will be filed under the company's SEDAR+ profile.
Related party matters
Under the terms of the share purchase agreement, Morgan Tincher and Thomas J. Obradovich will receive directly or indirectly one million and 4.95 million consideration shares, respectively. Mr. Tincher is the chief executive officer and a director of the company, and Mr. Obradovich is a director of the company. The issuance of consideration shares to Mr. Tincher and Mr. Obradovich pursuant to the share purchase agreement will constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Pursuant to sections 5.5(a) and 5.7(1)(a), the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the related party participation due the fair market value of the related party participation being below 25 per cent of the company's market capitalization for the purposes of MI 61-101. The company will file a material change report in respect to issuance of consideration shares to Mr. Tincher and Mr. Obradovich pursuant to the share purchase agreement, which the company anticipates will be filed more than 21 days before the expected closing of the transaction.
Qualified person
William Yeomans, PGeo, is a qualified person in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical information contained in this news release. Mr. Yeomans is currently the president of Yeomans Geological Inc. and, through Yeomans Geological Inc., a shareholder of 10003.
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