Mr. Judson Culter reports

ROVER SIGNS AGREEMENT TO OPTION THE PIRENOPOLIS GOLD PROJECT, BRAZIL, AND PROPOSES CONSOLIDATION OF SHARE CAPITAL

Rover Critical Minerals Corp. has provided corporate restructuring efforts and project updates.

Option agreement to acquire the Pirenopolis gold project

The company is pleased to announce that it has signed an agreement with 1484902 B.C. Ltd. (148), an arm's-length entity, to negotiate a business transaction, currently anticipated to be completed by way of share issuance by Rover to 148 in exchange for an option agreement to purchase up to a 100-per-cent ownership interest in the Pirenopolis gold project, which 148 has optioned from Solaris Geologia e Pisquisa Mineral Ltda. (the underlying optionor).

It is contemplated that the proposed transaction would constitute an expedited transaction by Rover pursuant to the policies of the TSX Venture Exchange on the following terms:

• Five million common shares of Rover issued to the shareholders of 148 on a postconsolidation basis (see share consolidation below); the five million common shares shall be issued to the shareholders of 148 as follows:
  • The five million common shares shall be subject to a three-year escrow;
  • A new control person will not be created;
• 148 agrees to provide Rover with the option to purchase a 100-per-cent interest in the Pirenopolis gold project;
• During the option period, Rover will be the operator of work programs on the Pirenopolis gold project;
• In order to exercise the option, Rover shall be required to pay to 148 $45,000 (U.S.) on or before April 2, 2025;
• The underlying optionor will retain a 2.0-per-cent net smelter return (NSR) royalty on any future mineral production; Rover will have the right to purchase 50 per cent of this NSR royalty for $1-million (U.S.).

Pirenopolis gold project, Brazil

The Pirenopolis gold project is located in the mining-friendly state of Goias, Brazil. The project captures two stream catchments with highly anomalous gold within 25 kilometres of the village of Pirenopolis, a town founded by a late 1700s gold rush. The rush ebbed prior to the coming of industrialization and dynamite and has seen very little modern exploration. The hard-rock sources of the Pirenopolis and surrounding rivers alluvial gold rush has never been found. The area occurs in the same belt as the world-class greater-than-11-million-ounce-gold Paracatu deposit operated by Kinross. The Pirenopolis gold project is classified as an organic-type deposit and has the following distinct features being stratabound, hosted, friable calcareous schist with quartz veins and sericite alteration. Like Pirenopolis, the Paracatu deposit also sustained a late 1700s gold rush with modern exploration leading to the source in the 1980s. Rover hopes to repeat the same success with this project. The Pirenopolis project is a greenfield exploration project in nature. A sample obtained while taking the anomalous stream sediment sample ran 0.8 gram per tonne gold, from a quartz vein float, and is a great start to the next phase of prospecting. Government airborne geophysics show a clear structural break cutting across the property with a potassic anomaly interpreted to be sericite. The next steps would be to soil sample that structure and map up the creeks taking numerous quartz float samples to follow them to source. Success here from a systematic sampling and mapping program would lead to an early drill program.

The area is cattle grazing farmland, with nearby quartzite quarries, in excellent infrastructure within the power grid and is accessed by car, with Goias being the third-largest mining state in Brazil. Goias has a number of operating gold mines, Serra Grande by Anglo Ashanti, Chapada (copper/gold) by Lundin Mining and Mara Rosa by Hochschild as examples. The company sees this opportunity as an opportunistic low-cost entry point to the country of Brazil, a nation of vast mineral wealth.

Judson Culter, chief executive officer at Rover, stated: "Buddy Doyle, is the prospecting geologist and property generator for the Pirenopolis gold project. Buddy has a strong record of making big discoveries, including most recently with his Brazilian gold discovery at Amarillo Gold. We're thrilled to be working with Buddy Doyle and his Brazilian team."

Buddy Doyle

Mr. Doyle is an economic geologist with over 40 years of experience. Mr. Doyle has been involved in multiple discoveries and mine developments for several commodities (gold, diamonds, potash, copper and lithium). He has worked at Rio Tinto and Kennecott. He has acted as chief executive officer and vice-president of exploration for a number of junior mining companies. Highlights in his career would include leading the resource expansion at the Lihir gold project in Papua New Guinea (1985 to 1992). The Lihir gold project is now operated by Newmont. Lihir Gold is a greater-than-50-million-ounce epithermal gold mine with a geothermal component. In 1994, he led the team that discovered the Diavik diamond mine in Northwest Territories, Canada. He was awarded the Hugo Dummett award for excellence in diamond exploration by his peers in 2004. He founded Amarillo Gold Corp., a Brazil-focused gold exploration and development company, where he was chief executive officer for 13 years. The main asset at Amarillo Gold, the Mara Rosa project, was sold to Hochschild for $180-million in 2023. The other assets of Amarillo Gold were spun out and now trade as Lavras Gold, a greater-than-$100-million company with gold exploration assets in southern Brazil. Mr. Doyle's private project generation group, Solaris, which with his partners, has more than 100 years of experience in Latin America (mainly Brazil) and is responsible for the generation and early development of the Pirenopolis gold project now under option with Rover.

Share consolidation

The company announces that it is proceeding with a consolidation of its issued and outstanding share capital on the basis of one postconsolidated common share for every 10 preconsolidated common shares. No fractional shares will be issued as any fractional share will be rounded to the nearest whole number.

The consolidation is subject to final approval by the TSX-V. The effective date of the consolidation will be announced in a separate news release once the company receives approval from the TSX-V. As a result of the consolidation, it is expected that the 71,485,402 common shares that are currently issued and outstanding will be reduced to approximately 7,148,540 common shares, subject to rounding.

Shareholders who hold their common shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the consolidation. Letters of transmittal with respect to the consolidation will be mailed shortly to all registered shareholders of the company. all registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the preconsolidated common shares to the company's transfer agent, Computershare Investor Services, will receive a certificate representing the postconsolidated common shares.

Mr. Culter stated: "Management and the board at Rover believe that the consolidation may have the effect of: (1) increasing the interest of the financial community in the company and potentially broadening its pool of investors; (2) improving trading liquidity; and (3) reducing trading commissions and other transaction costs for shareholders."

Appointment of director

The company is pleased to announce the appointment of Pieter Bakker as a director of the company, effective Feb. 18, 2025. Mr. Bakker has 15 years of experience in the mineral resource industry. He has been an analyst for public and private mineral exploration and development companies, primarily focusing on projects in Canada and Southeast Asia, and has helped raise capital for junior mineral exploration companies. Mr. Bakker consults on industrial precious metal and base metal mineral projects. He has focused on business advisory, corporate consulting, and regulatory filings both in the United States and Canada.

Qualified person statement

Technical information in this news release has been reviewed and approved by David Kelsch, PGeo, a qualified person as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects, and an adviser to Rover.

About Rover Critical Minerals Corp.

Rover is a publicly traded junior mining company that trades on the TSX-V under symbol ROVR, on the OTC Pink under symbol ROVMF and on the FSE under the symbol 4XO. The company has a diverse portfolio of mining resource development projects with varying exploration timelines. Its critical mineral projects include lithium. Its precious metal projects include gold. The company is exclusive to the mining jurisdictions of the United States and Canada.

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