Mr. Chris Eager reports

RESOURO STRATEGIC METALS INC. FILES PROSPECTUS FOR PROPOSED DUAL-LISTING ON THE ASX

Resouro Strategic Metals Inc. has lodged a prospectus with the Australian Securities and Investments Commission in relation to its proposed dual listing on the Australian Securities Exchange.

Under the prospectus, the company will offer 16 million CHESS depository interests (CDIs) over common shares in the capital of the company at an offer price of 50 Australian cents (approximately 45 Canadian cents) per CDI to raise gross proceeds of $8.0-million (Australian) (approximately $7.2-million (Canadian)). Each CDI will represent a beneficial interest in one common share of Resouro. The offer is expected to open on May 9, 2024, with the expected commencement of trading on the ASX to be on or around June 4, 2024.

Taylor Collison Ltd., an Australian broker, has been appointed as the lead manager for the ASX listing process. As compensation for its services, the lead manager will receive a capital raising fee of $440,000 (Australian) (approximately $396,000 (Canadian)), which is equal to 5.5 per cent of the aggregate gross proceeds of the offer and will be issued 1,843,643 stock options in the company at an exercise price of 75 Australian cents (approximately 68 Canadian cents), vesting immediately, and expiring three years from the date of issue.

Resouro plans to use the net proceeds raised pursuant to the dual listing to increase shareholder value through the identification, exploration, definition and development of its Tiros project and Novo Mundo project resources. The net proceeds will also be used to meet working capital requirements.

Commenting on the additional listing, president, chief executive officer and major shareholder of Resouro, Chris Eager, said:

"We're excited to take this important step towards broadening our investor base and enhancing liquidity. Australia's vibrant capital market presents a compelling opportunity for Resouro to engage with a diverse group of investors who share our passion for rare earths, titanium and gold."

The dual listing is subject to regulatory approval and market conditions. Upon completion, Resouro's shares will be tradable on the TSX Venture Exchange, the Frankfurt Stock Exchange, the over-the-counter (OTC) market in the United States and the ASX, providing investors with increased flexibility and accessibility.

In accordance with Section 734(6) of the Australian Corporations Act 2001 (Cth), the company advises in respect of the offer of CDIs under the prospectus:

• The issuer of the CDIs is Resouro (ARBN 671 716 457).
• The prospectus is available on-line for Australian residents only on the company's website or by contacting the company by e-mail at info@resouro.com.
• The offer of CDIs will only be made in, or accompanied by, a copy of the prospectus.
• A person should consider the prospectus in deciding whether to acquire the CDIs.
• Anyone who wishes to acquire the CDIs will need to complete the application form that will be in, or will accompany, the prospectus.
• The offer of CDIs under the prospectus will only be made available to persons receiving the prospectus in Australia and certain investors in Canada, New Zealand, Singapore and the United Kingdom.

A copy of the prospectus will be available on SEDAR+ under the company's profile. However, CDIs may not be offered or sold within Canada or for the account of any Canadian residents except in transactions exempt from, or not subject to, the prospectus and registration requirements of applicable Canadian securities laws.

About Resouro Strategic Metals Inc.

Resouro is a Canadian-based mineral exploration and development company focused on the discovery and advancement of economic mineral projects in Brazil, including the rare earth elements and titanium Tiros project and the Novo Mundo and Santa Angela gold projects.

The Tiros project, located in northern Minas Gerais, Brazil, is an early-stage exploration project focused on rare earth elements and titanium covering an area of approximately 450 square kilometres. The Tiros project comprises 17 exploration permits and one exploration permit application held by the company's Brazilian subsidiary, and six exploration permits and one exploration permit application that have been validly assigned to the company's Brazilian subsidiary and are awaiting ANM approval. The company holds, via its wholly owned Brazilian subsidiary, a 90-per-cent interest in the Tiros project and the remaining 10-per-cent interest in the Tiros project is held by RBM Consultoria Mineral Eireli (RBM), an unrelated third party vendor.

The Novo Mundo project is located in the Alta Floresta gold province close to the northern border of the state of Mato Grosso, central Brazil. Within the licensed area is the small town of Novo Mundo, which is 30 kilometres west from the larger town of Guaranta do Norte. It comprises three exploration permits. The company also has another interest in an exploration permit, being the Santa Angela project, which is not considered material to the company's operations. Interests in the Novo Mundo project and Santa Angela project are held via the company's wholly owned subsidiary.

We seek Safe Harbor.