Mr. Loren Currie reports

VATIC PROVIDES CORPORATE UPDATE AND DETAILS OF AMENDED AGREEMENTS

Vatic Ventures Corp. has restructured various previously announced property acquisition agreements referred to in its April 29, 2025, news release.

Pursuant to an agreement dated June 13, 2025, between the company and Velvet Clean Energy Corp., an arm's-length private company, as amended by agreement dated April 2, 2026, the company has, subject to TSX Venture Exchange approval, the right to acquire Velvet's rights to earn interests in two uranium properties in Namibia. Velvet has, pursuant to an amended and restated option agreement dated Feb. 1, 2026, between Velvet and Zoya Minerals CC, the right to acquire from Zoya an up-to-90-per-cent interest in a highly prospective uranium property in Namibia termed EPL 8289 covering 44.62 square kilometres. Velvet also has, pursuant to a binding letter of intent between Velvet and Galore Trading CC dated April 27, 2025, as amended July 2, 2025, the right to acquire from Galore an up-to-90-per-cent interest in another prospective uranium licence designated EPL 8735 measuring 87.65 square kilometres, both located in the prime Namibian uranium province of Erongo and within the known Alaskite Alley.

Pursuant to the Vatic/Velvet agreement, the company will, subject to the approval of the TSX-V, issue 7.5 million shares at a deemed price of 2.5 cents per consideration share pro rata to the shareholders of Velvet in exchange for Velvet assigning to Vatic its rights under the amended and restated Zoya option agreement and the Galore option agreement. The consideration shares will be subject to a hold period expiring four months and one day from the date of issuance and may also be subject to the provisions of a three-year escrow agreement pursuant to the policies of the TSX-V.

About the properties

The Zoya property and the Galore property are located fewer than 50 kilometres by road from the town of Swakopmund on the Atlantic coast, are accessible by paved and good gravel roads, and have access to infrastructure, including power from the NamPower grid available throughout the area, water from Areva's (Orano) desalination plan, access to the Class 7 shipping Port of Walvis Bay and Walvis Bay international airport located fewer than 150 km by road from the properties.

The properties are situated in the highly established uranium mining jurisdiction of Namibia. Namibia is the world's fourth largest producer of uranium, responsible for approximately 6 per cent of global uranium output. The properties are located in the Namibian Erongo uranium province stretching between the towns of Usakos and Swakopmund, and from south of the Brandberg to just south of Walvis Bay, the main port in Namibia. Over the past 48 years, the Erongo region of Namibia has produced in excess of 350 million pounds of triuranium octoxide. The properties sit within the Alaskite Alley, a geological corridor where mostly uraniferous D3-type sheeted leucogranites are found at the contact between the Khan and Rossing formations.

The two EPLs are located adjacent and nearby to two actively producing uranium mines, Rossing and Husab. Rossing, formerly owned by Rio Tinto, was sold to China National Uranium Corp. Ltd., a subsidiary of China National Nuclear Corp., in July, 2019. Rossing is an open-pit mine and is hosted by an Alaskite body where mineralization consists of uranium-bearing minerals in the form of microscopic crystals of uraninite and visible crystals of beta-uranophane. The mine began operations in 1976 and was on full-scale uranium oxide production at an average of 4,500 tonnes per year by 1979. Rossing has consistently produced uranium in the lpast 48 years and in 2023 delivered 2,920 tonnes of U3O8.

Husab, initially called Rossing South, was discovered by Extract Resources Ltd., an Australian company, in 2008, is the highest-grade Alaskite deposit in the world, hosted in the same geological sequence as the Rossing mine. Probable reserves in 2011 were 205 million tonnes at 497 parts per million at Zone 1 and at Zone 2 (National Instrument 43-101 technical report, Husab uranium project -- May, 2011, project update, prepared by Coffey Mining Pty. Ltd. on behalf of: Extract Resources, effective date: May 20, 2011). Production started at the end of 2016 and was ramped up to 5,500 tonnes U3O8 per year by 2020. The mine and surrounding exploration licence are majority owned and operated by China General Nuclear Power Group. Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of commercial mineralization hosted on the properties.

Chief executive officer Loren Currie stated: "These uranium exploration assets are contiguous and on strike with some of the largest uranium mines in the world, Husab the third- and Rossing the seventh-largest uranium deposit worldwide, and it also helps to be situated in one of the top mining jurisdictions in Africa, with a tremendous record of uranium production. The gap between uranium supply and demand has been persisting on the market and is predicted to widen even more because of the degradation of the uranium supply industry over a decade of prolonged low prices and with many more governments turning to nuclear power for secure clean baseload power. We foresee huge challenges to meet new demand in the medium to long term, which will drive uranium prices up and render uranium resources such as those that we hope to discover on EPL 8289 and EPL 8735 significantly valuable."

Terms of the underlying option agreements

Zoya property option terms

Upon TSX-V approval of the Vatic/Velvet agreement, Vatic will acquire, pursuant to the amended and restated Zoya option agreement, the right to acquire an initial 80-per-cent interest in the Zoya property by making cash payments totalling $1.1-million (U.S.) over a two-year period, causing the issuance to Zoya of $400,000 (U.S.) of shares of Vatic over the same time period and completing exploration expenditures of $2-million (U.S.) by Feb. 1, 2030, or $1.5-million (U.S.) by Feb. 1, 2029, under the following terms:

• Pay to Zoya $25,000 (U.S.) as a deposit payment (which has been paid);
• Pay to Zoya $150,000 (U.S.) within 30 days of the TSX-V approving the amended and restated Zoya option agreement;
• Pay to Zoya the first payment of $350,000 (U.S.) six months following the payment indicated under the previous point;
• Pay to Zoya a further second payment of $350,000 (U.S.) six months following the payment indicated under the previous point;
• Pay to Zoya a further third payment of $150,000 (U.S.) six months following the payment indicated under the previous point;
• Pay to Zoya a final fourth payment of $75,000 (U.S.) six months following the payment indicated under the previous point, subject to the exploration licences having been renewed and provided that Vatic has expended the necessary funds to undertake drilling and sampling operations within the EPL and submitted the necessary reports with the Ministry of Mines and Energy; and
• Cause to be issued to Zoya in addition to the payments referred to in previous points $400,000 (U.S.) worth of Vatic shares (the tranches of shares may be subject to a TSX-V-imposed three-year escrow release on the basis of 10-per-cent initial release on closing of the aggregate number of shares and then 15 per cent every six months thereafter) in accordance with the following schedule:
  • $50,000 (U.S.) worth of Vatic shares along with the payment under a payment of $150,000 (U.S.);
  • $150,000 (U.S.) worth of Vatic shares along with the first payment;
  • $150,000 (U.S.) worth of Vatic shares along with the second payment; and
  • $50,000 (U.S.) worth of vatic shares along with the fourth payment mentioned.

Provided Vatic exercises the initial Zoya option, it shall have the right to earn an additional 10-per-cent interest in the Zoya property to bring its interest to a 90-per-cent interest in the Zoya property by expending such addition expenditures necessary to produce a feasibility study for the Zoya property and pay to Zoya the following:

• $8-million (U.S.) if the feasibility study confirms a deposit with an economic assessment demonstrating a net present value discounted at 10 per cent of $150-million (U.S.) or less; or
• $20-million (U.S.) if the feasibility study confirms a deposit with an economic assessment demonstrating an NPV discounted at 10 per cent of greater than $150-million (U.S.).

Upon Vatic exercising the initial Zoya option but failing to exercise the second Zoya option, Vatic and Zoya will enter into a joint venture relationship with Vatic having an 80-per-cent joint venture interest and Zoya having a 20-per-cent joint venture interest, or, in the event that Vatic exercises the second Zoya option, the parties will enter into a joint venture agreement with Vatic having a 90-per-cent joint venture interest and Zoya having a 10-per-cent joint venture interest. Vatic shall, as the case may be, have a right of first refusal to purchase the residual 20-per-cent interest or the 10-per-cent residual interest held by Zoya.

Galore property option terms

Upon TSX-V approval of the Vatic/Velvet agreement, Vatic will acquire, pursuant to the Galore option agreement, the right to acquire an initial 80-per-cent interest in the Galore property under the following terms:

• Pay to Galore a $25,000 (U.S.) deposit upon receipt of TSX-V approval of the Vatic/Velvet agreement;
• Pay to Galore the first cash payment of $100,000 (U.S.) by July 1, 2026;
• Pay to Galore a second cash payment of $75,000 (U.S.) by July 1, 2027;
• Make share payments to Galore worth $150,000 (U.S.) in total subject to confirmation of EPL 8735 renewal on the basis of the following tranches:
  • Issue to Galore a first tranche of shares worth $75,000 (U.S.) on July 1, 2026; and
  • Issue to Galore a second tranche of shares worth $75,000 (U.S.) 12 months following first tranche of shares.

Provided Vatic exercises the initial Galore option, it shall have the right to earn an additional 10-per-cent interest in the Galore property to bring its interest to a 90-per-cent interest in the Galore property by expending sufficient expenditures to produce a feasibility study and paying to Galore: (a) $7-million (U.S.) if the feasibility study confirms a deposit with proven reserves measuring 100 metric tonnes of 400 parts per million); or (b) a price to be negotiated with Galore in the event that the proven reserves of a deposit demonstrate a size and grade greater than 100 metric tonnes of 400 ppm.

Upon Vatic exercising the initial Galore option but failing to exercise the second Galore option, Vatic and Galore will enter into a joint venture relationship with Vatic having an 80-per-cent joint venture interest and Galore having a 20-per-cent joint venture interest, or, in the event that Vatic exercises the second Galore option, the parties will enter into a joint venture agreement with Vatic having a 90-per-cent joint venture interest and Galore having a 10-per-cent joint venture interest. Vatic shall, as the case may be, have a right of first refusal to purchase the residual 20-per-cent interest or the 10-per-cent residual interest held by Galore.

Qualified person

Nico Scholtz is an independent consulting geologist and has reviewed and approved the scientific and technical information in this news release. Mr. Scholtz is a registered professional natural scientist with the South African Council for Natural Scientific Professions (PrSciNat. No. 400299/07). Mr. Scholtz is the company's qualified person as defined by National Instrument 43-101.

About Vatic Ventures Corp.

Vatic is a mineral exploration and development company focused on developing high-value properties. Vatic has an option to acquire a 100-per-cent interest in the Solonopole South lithium property in Brazil.

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