Mr. David Greenway reports
VANGUARD MINING CORP. CLOSES ACQUISITION OF NUCLEON URANIUM LTD.
Further to the news release of Sept. 10, 2025, Vanguard Mining Corp. has closed its acquisition of 100 per cent of the issued and outstanding common shares in the capital of Nucleon Uranium Ltd. pursuant to the terms and conditions of a share exchange agreement dated Sept. 10, 2025, among the company,
Nucleon
and
the shareholders
of
Nucleon.
About Nucleon Uranium
Ltd.
Nucleon holds seven exploration-stage mineral claims totalling 23,424.90 hectares in Saskatchewan, Canada. These claims are situated in the heart of the world-class Athabasca basin -- recognized globally as the premier uranium district. With its high-grade deposits, the Athabasca basin is a leading region in Canadian clean nuclear energy supply. As of the date of this news release, there has not been any significant exploration conducted on the Nucleon mineral claims.
Transaction terms
As previously announced in the
Sept. 10, 2025, news release and pursuant to the terms of the definitive agreement, Vanguard acquired 100 per cent of the issued and outstanding common shares of Nucleon. As consideration for the acquisition, the company issued an aggregate of seven million common shares in the capital of the company to the shareholders of Nucleon Uranium on a pro rata basis. In addition, the company made aggregate cash payments of $200,000 as directed by the shareholders.
The consideration shares were issued pursuant to the takeover bid and issuer bid prospectus exemption set forth in Section 2.16 of National Instrument 45-106 (Prospectus Exemptions).
In accordance with the policies of the Canadian Securities Exchange, the consideration shares are restricted from resale for a period of four months and one day from the date of issuance.
The company and its directors, officers and insiders are arm's-length parties to the shareholders, directors and officers of Nucleon. The issuer determined the number of consideration shares and cash consideration payable in connection with the acquisition based on precedent transaction analysis and arm's-length negotiation with the principals of Nucleon.
About the vendors
The vendors of the Nucleon mineral claims staked the claims on May 21, 2025, with the Saskatchewan Mineral Tenure Registry. The vendors have significant expertise in the Athabasca basin and have completed numerous other mineral claim sale transactions. To the best of the company's knowledge, Nucleon's initial cost of processing, travel, staking and legal expenses associated with acquiring the claims in May, 2025, was approximately $230,000, which does not include soft costs related to the labour and time and expertise expended in staking the claims. The company believes that the premium paid to acquire Nucleon over the staking and related costs is justified in light of the strategic expertise of the stakers of the claims and desirable location of the claims.
Qualified
person
The
scientific
and
technical
information
contained
in
this
news
release
has
been reviewed
and
approved
by
Lawrence
Segerstrom,
a non-independent
consulting
geologist
who
is a
qualified
person
as
such
term
is
defined
under
National
Instrument
43-101 (Standards of Disclosure for Mineral Projects).
About Vanguard Mining Corp.
Vanguard Mining is a Canadian mineral exploration company focused on the discovery and development of high-value strategic minerals. The company is currently advancing uranium exploration projects in the United States and Paraguay, with a focus on identifying and developing assets critical to the global energy transition. Vanguard is committed to responsible exploration and value creation through the acquisition and advancement of highly prospective uranium properties.
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