Subject: Auric Resources Corp. - News Release [IMAN-LEGAL.FID2574858]
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File: '\\swfile\EmailIn\20250926 143501 Attachment Auric Resources Corp. - News Release (Acquisition of 1000334153 Ontario Inc.) - Final.docx'
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AURIC RESOURCES CORP.
1240-1066 Hastings Street West
Vancouver British Columbia V6E 3X1
NEWS RELEASE
AURIC RESOURCES ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE EXPLORATION PROPERTIES IN BRITISH COLUMBIA, ONTARIO AND QUEBEC
September 26, 2025 - Auric Resources Corp (TSX-V:RES) (the "Company") is pleased to announce that it has entered into a share purchase agreement dated September 26, 2025 (the "Share Purchase Agreement") 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 (each, a "10003 Share") in exchange for 16,700,000 common shares in the capital of the Company (each, a "Consideration Share") on a one Consideration Share-for-one 10003 Share basis.
Closing of the Share Purchase Agreement remains subject to TSX Venture Exchange ("TSX-V") 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 property is situated in the Similikameen Mining District in south-central British Columbia approximately 28km southwest of Princeton, British Columbia. The property extends over a distance of 26.3 km. The property is comprised of 14 unpatented mineral claims in five non-contiguous blocks. The property has been subject to certain historical exploration and drilling work and is considered prospective for copper, nickel, platinum group metals and gold. The property is subject to a 1.5% net smelter returns royalty in favour of the original vendors of the property.
Georgia Lake
The Georgia Lake property is situated 1.6km east of Rock Tech Lithium's Georgia Lake Project in the Thunder Bay Mining District in Ontario, approximately 160km north of Thunder Bay and 70km north of Nipigon. The property occupies an area of 2,262 hectares and comprises of 107 unpatented single cell mining claims. The property is situated in the Quetico Subprovince known for its LCT-type 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% net smelter returns 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 16,700,000 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-V approval and certain approval of shareholders of the Company. As 5,950,000 Consideration Shares will be issued to 'Non-Arm's Length Parties' as a group under the Share Purchase Agreement, which represents more than 10% of the Company's issued and outstanding common shares on a pre-closing 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 finder's 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% 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 at www.sedarplus.ca.
RELATED PARTY MATTERS
Under the terms of the Share Purchase Agreement, Messrs. Morgan Tincher and Thomas J. Obradovich will receive directly or indirectly 1,000,000 and 4,950,000 Consideration Shares, respectively. Mr. Tincher is the CEO and a director of the Company and Mr. Obradovich is a director of the Company. The issuance of Consideration Shares to Messrs. Tincher and 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 ("MI 61-101"). 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% 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 Messrs. Tincher and 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, P.Geo., 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.
For further information please contact:
Morgan Tincher
Chief Executive Officer
Email: mtincher@auricresources.com
Phone: 604-644-6110
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to closing of the Share Purchase Agreement and the obtaining of related approvals; TSX-V escrow provisions; the reliability of third-party information; and other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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