Mr. Bryce Roxburgh reports

RUGBY RESOURCES LTD. PROVIDES UPDATE ON ARRANGEMENT WITH PAMPA METALS

Rugby Resources Ltd. has now filed and mailed materials to the shareholders of Rugby, including the management information circular dated June 9, 2025, and related documents for the special meeting of the Rugby shareholders to be held in Vancouver on July 16, 2025, at 10 a.m.

At the meeting, shareholders will consider and vote on a special resolution approving the previously announced statutory plan of arrangement involving the acquisition by Pampa Metals Corp. of 100 per cent of the outstanding common shares of Rugby. Pursuant to the arrangement, Rugby shareholders will receive one common share of Pampa Metals for every 6.4 Rugby shares held. In addition, as part of the arrangement, Rugby shareholders will also receive common shares of a newly incorporated mineral exploration company, Aegis Resources Ltd., on the basis of one Aegis share for every 10 Rugby shares held.

To be effective, the arrangement resolution must be passed by at least two-thirds (66-2/3rds per cent) of the votes cast by all Rugby shareholders present in person or represented by proxy at the meeting. The circular is available under Rugby's profile on SEDAR+ and posted on Rugby's website.

Following the closing of the arrangement, Aegis will hold a 20-per-cent free-carried interest in the Cobrasco project (carried to completion of a feasibility study), a prospective, potentially high-grade copper-molybdenum porphyry in Colombia, a 1.5-per-cent net smelter return (NSR) royalty in the Mantau copper-gold project in northeastern Chile and a minority joint venture interest in the Georgetown porphyry copper project in Queensland, Australia. In addition, Aegis will hold the prospective El Zanjon and Venidero projects, potentially high-grade epithermal gold-silver targets in Santa Cruz province, Argentina.

In addition, at closing of the arrangement, Aegis will be a reporting issuer in British Columbia and Alberta. Management of Aegis does not intend to apply to list the Aegis shares on any recognized stock exchange at this time. Management of Aegis will assess all Aegis's options and determine the best course of action for Aegis, including considering an application to list the Aegis shares on a stock exchange in the future. There can be no assurance as to if, or when, the Aegis shares will be listed for trading on any stock exchange.

Upon the recommendation of its special committee, the board of directors of Rugby, after careful consideration, has unanimously determined that the arrangement is fair, from a financial point of view, to Rugby shareholders and that the arrangement is in the best interest of Rugby. Accordingly, the Rugby board of directors unanimously recommends that Rugby shareholders vote in favour of the arrangement resolution.

On June 3, 2025, Rugby received conditional acceptance of the TSX Venture Exchange for the arrangement. In addition, on June 11, 2025, Rugby was granted an interim order of the Supreme Court of British Columbia in connection with the arrangement. Completion of the arrangement is conditional upon, among others, receipt of a final order by the court and final acceptance of the TSX-V. The court hearing in respect of the final order is expected to take place at 10 a.m. Vancouver time on Tuesday, July 22, 2025 (or as soon thereafter as legal counsel can be heard).

Yale Simpson, Rugby's chairman, stated: "I recommend that shareholders vote in favour of the arrangement resolution. We are confident that, following the closing of the arrangement, Pampa Metals' management will immediately commence the rapid evaluation of the Cobrasco project. The advancement of Cobrasco should lead to a natural reassessment of the value of Aegis due to its 20-per-cent free-carried interest in Cobrasco."

Additionally, Pampa Metals has announced a non-brokered private placement LIFE (listed issuer financing exemption) offering for gross proceeds of $6-million through the issuance of 37.5 million common shares at a price of 16 cents. Subject to completion of the arrangement, Pampa Metals intends to use the net proceeds of the offering to finance exploration drilling at the Cobrasco copper porphyry discovery in Colombia, preparatory work for the coming field season at the Piuquenes copper-gold discovery in Argentina, and working capital and general corporate purposes, as more specifically described in the amended offering document (refer July 4, 2025, news release).

There are risks associated with the arrangement and there is no guarantee that the arrangement will be completed as planned. For a complete list of risks associated with the arrangement, see the risk factors sections of the circular.

About Rugby Resources Ltd.

Rugby is an exploration company conducting discovery-stage exploration on targets in Argentina, Australia, Chile and Colombia. Rugby has a copper-gold-iron oxide target near Antofagasta, and, in Argentina, the focus is on high-grade gold-silver discoveries near existing mines in prolifically mineralized Santa Cruz province. Rugby benefits from the experience of its directors and management, a team that has either been directly responsible for world-class mineral discoveries or has been part of the management teams responsible for such discoveries. Prior companies under their management included Exeter Resource Corp. and Extorre Gold Mines Ltd., which held significant projects in South America. These companies were taken over by Goldcorp (Newmont) and Yamana, respectively.

We seek Safe Harbor.