Mr. Colin Joudrie reports

VENERABLE VENTURES ENTERS INTO DEFINITIVE AGREEMENT WITH SELKIRK FIRST NATION WITH RESPECT TO SELKIRK COPPER MINES INC., ANNOUNCES $30 MILLION BROKERED PRIVATE PLACEMENT OFFERING

Venerable Ventures Ltd., further to its news release dated June 30, 2025, has entered into a definitive agreement with an affiliate of the Selkirk First Nation to launch Selkirk Copper Mines Inc., a new venture that will hold a 100-per-cent interest in the Minto copper-gold mine, located in Yukon. In connection with the transaction, the company has entered into an agreement with Canaccord Genuity Corp., as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a best efforts private placement offering for aggregate gross proceeds of up to $30-million, as further detailed in this news release.

Minto copper-gold-silver mine

The Minto copper-gold-silver mine is a former copper-gold-silver concentrate producer located on Selkirk First Nation Category A settlement land in Yukon, Canada, located approximately 275 kilometres (km) north of Whitehorse, the capital of Yukon. The property is located approximately 27 km west from Minto Landing on the Klondike Highway, and is serviced by an industrial river barge and all-season-road in the summer, and an ice road and all-season road during the winter. Additionally, the mine is serviced by grid power supplied by Yukon Energy Corp. with backup power provided by on-site diesel generators.

The Minto project includes the Minto property, comprising 164 Yukon quartz mining claims covering 2,760 hectares, and six additional claim blocks, encompassing 1,184 Yukon quartz mining claims covering an additional approximately 24,000 hectares.

The past-producing Minto copper-gold-silver mine has seen multiple campaigns of exploration work, including mapping, geochemistry, geophysics, and 376,089 metres (m) of exploration and development diamond drilling, as well as the development of four open pits and one significant underground mine, all of which operated from 2007 through to 2023.

Mine operations were carried out from 2007 through to 2023, resulting in the production of 16,618,785 tonnes (t) of mineralized material at an average head grade of 1.74 per cent copper (Cu), 0.71 gram per tonne (g/t) gold (Au) and 6.38 g/t silver (Ag), which yielded 641,731 dry metric tonnes (dmt) of concentrate containing 554 million pounds (lb) copper, 260,000 ounces (oz) gold and 2.64 million oz silver.

Previous exploration companies, mine developers and mine operators invested approximately $270-million (Canadian) in capital to develop the mine, a 4,100-tonne-per-day (tpd) crushing, milling and flotation plant, truck shop and maintenance facilities, tailings storage areas, and more-than-4,000-cubic-metre-per-day capacity water treatment facilities, power transmission and substation, on-site diesel electric generation plant, fuel storage, a 400-person camp, core logging/cutting facilities, assay laboratory, and a 1,300-metre-long all-season air strip, all of which is still available to support a potential restart of mining operations.

Recent history

The most recent Minto mine owner and operator went into bankruptcy in Q2 (second quarter) 2023, after which the Yukon government took over care and maintenance of the mine, and environmental monitoring of the site, including water treatment and discharge, and initiated substantial surface reclamation and rehabilitation activities. Critical elements of the underground mine, specifically power cable lines and terminations, were decommissioned during this time, after which the underground mine was allowed to flood. Importantly, during the two years since mine operations ceased, care-and-maintenance activities attended to the integrity of the mill, concentrator, road, power transmission line, substation, generators, fuel storage, on-site stores and camp facilities. Of significance, in the bankruptcy proceedings, after payroll, key payables and select liabilities were serviced, several key corporate liabilities and obligations, most significantly a gold-and-silver precious metals stream and a concentrate off-take arrangement, were extinguished.

In June, 2025, the Selkirk First Nation purchased the mine property, facilities, infrastructure and quartz mining claims, clear of any significant liabilities or obligations, out of receivership. As part of the receivership process, the Selkirk First Nation negotiated an arrangement whereby the Yukon government would continue to fund site care-and-maintenance activities and environmental monitoring of the site until April, 2026, and water treatment and discharge activities for a period to be agreed in Q3 (third quarter) 2026, drawing from existing closure and reclamation bonds on the property from the previous operator. Further, it was agreed between the parties that the Selkirk First Nation and potential future ownership group would have a five-year option, at their election, to take back care and custody of the full site, including all permits and authorizations and closure obligations, as and when needed.

The Selkirk First Nation then entered into a binding letter of intent with the company in June, 2025, to create a jointly held company to raise funds in the capital markets to create a publicly listed company to carry out a multiyear exploration program, engineering and design trade-off studies, a feasibility study, and permitting activities in support of a potential redevelopment and restart decision of the Minto copper-gold-silver mine.

It is expected that the Selkirk First Nation, through a wholly owned subsidiary, will be the largest shareholder in the renamed company, Selkirk Copper Mines, after completion of the offering and the transaction.

Historic exploration work and exploration potential

From 1971 to 2019, a wide range of exploration work has been conducted on the Minto claims, including geological mapping, structural mapping, grid soil geochemical surveys, silt geochemical surveys, rock sampling, mobile metal ion (MMI) geochemical surveys, direct current induced polarization (DCIP) and total field magnetic ground surveys, ground induced polarization (IP) surveys, airborne gamma ray spectrometry and magnetic surveys, DIGHEM II electromagnetic (EM) and magnetometer airborne surveys, airborne radiometric surveys, surface trenching, diamond drilling, drill core logging, and geochemical assay work. Through this period eight different companies completed 292,160 metres of diamond drilling in 1,413 drill holes.

The integration of the aforementioned exploration work activities resulted in the discovery of numerous zones of mineralization across the property, several of which were mined by open-pit and underground mining methods, however, the combination of all this work has not resulted in the development of a single unifying geological model or mineralized material discovery methodology for the Minto copper-gold-silver deposits.

Exploration work carried out between 2019 and 2023, consisting largely of IP and ground magnetic surveys, sediment and silt geochemistry, and 82,619.5 metres of diamond drilling in 353 drill holes, resulted in the discovery of several new zones of mineralization and further has generated numerous yet-to-be-drill-tested targets on the property. These untested targets, in combination with additional targets generated through a multidisciplinary generative work program, combined with results from the 2025 updated mineral resource estimates and resource body modelling work, inform planned exploration activities of the Minto mine property.

In addition to the high-quality exploration and development targets on the Minto property, there are unexplored areas immediately on strike, downdip or on trend from zones of known mineralization onto Category A settlement lands, which consist of surface and subsurface rights controlled by the Selkirk First Nation.

Updated mineral resource estimate

In early Q3 (third quarter) 2025, an updated indicated and inferred mineral resource estimate was completed, which is documented in a National Instrument 43-101 technical report that was filed by the company on Aug. 6, 2025. The updated mineral resource estimate resulted in a 75-per-cent and 378-per-cent increase in open-pit tonnes in the indicated and inferred mineral resource categories, respectively, and 12-per-cent and 28-per-cent increases in underground tonnes in the indicated and inferred mineral resource categories, respectively. Indicated and inferred mineral resources defined on the Minto property are:

• Indicated mineral resource: 12.6 million t at 1.20 per cent Cu, 0.46 g/t Au and 4.3 g/t Ag for 334 million lb Cu, 187,000 oz Au and 1.7 million oz Ag;
• Inferred mineral resource: 23.7 million t at 1.05 per cent Cu, 0.387 g/t Au and 3.9 g/t Ag for 547 million lb Cu, 295,000 oz Au and 2.97 million oz Ag.

This updated mineral resource estimate has been constrained using conceptual pits and underground mining shapes based on updated prices, smelter terms and costs, as outlined in the notes to resource table 1-1 in the aforementioned NI 43-101 technical report.

The updated mineral resource estimate work has resulted in a significant increase in the tonnage of indicated and inferred mineral resource as compared with previous estimates. A significant portion of the increase in tonnes are centred in the Ridgetop and 118 areas in the south-central portion of the property, and in the Minto North area, where a new western mineralized domain was discovered. Copper, gold and silver grades at the Minto North area are higher than average of those encountered elsewhere on the property.

Readers should refer to the full text of the NI 43-101 technical report (titled "NI 43-101 2025 Mineral Resource Estimate Update for the Minto Property, Yukon, Canada") for the full particulars related to the aforementioned updated mineral resource estimate.

Permits

Although the Minto mine is in a state of care and maintenance and partial reclamation, the mine property still holds an active quartz mining licence (QML-001), valid until Dec. 31, 2030, which governs both open-pit and underground operations. Its associated Type A water licence (QZ14-031), issued in August, 2015, and expiring in 2040, authorizes water use, diversion and effluent discharge in accordance with environmental standards.

A Class 4 mining land use (LQ00565) approval is also in place, supporting surface exploration activities within the licensed area. All permits, licences and associated regulatory obligations provide a solid foundation for continued project advancement.

Planned work programs

Proceeds from the target $30-million offering will be used to finance program work in 2025 and 2026, including the following key activities:

• An up to approximately 50,000 m diamond drilling program focused on high-priority exploration targets, near-mine resource expansion opportunities and localized infill drilling necessary to support the development of open-pit and underground resource modelling work and related mine plans;
• Updated resource modelling, mine planning, and equipment and facilities assessments that will be used to inform trade-off studies that will result in the development of new open-pit and underground mine plans and designs, and concentrate production plans that will be used to inform a feasibility study that is targeted for completion by the end of 2026;
• Facilities, infrastructure and property-wide assessments and rehabilitation work, along with updated open-pit and underground mine plans, which will be used to inform a capital, operating and sustaining cost estimate related to a potential restart of mining operations;
• An integrated and multidisciplinary work program to develop an updated permitting strategy, work plan, community engagement, and permit submission and receipt plan that will allow for timely redevelopment of the site and the newly planned mine. In addition, an updated closure, reclamation and rehabilitation plan, related to the newly planned mine, will be developed;
• Establishing agreements with Yukon Energy Corp. for the supply of power to the mine property, securing agreements with the Port of Skagway and the Municipality of Skagway Borough, or other potential port operators in the region, for the shipment of critical mineral concentrates, and, if the Selkirk First Nation agrees to so proceed, securing exploration agreements with the Selkirk First Nation to explore for minerals on previously unexplored Category A settlement lands controlled by the Selkirk First Nation.

Transaction summary

The transaction will be completed as a three-cornered amalgamation under the statutory provisions of the Business Corporations Act (British Columbia). The company has incorporated a wholly owned subsidiary, 1546139 B.C. Ltd. (Subco), which will amalgamate with 843093 Yukon Inc. (SelkirkSubco), the Selkirk First Nation affiliate that owns the project. SelkirkSubco is a wholly owned subsidiary of 843094 Yukon Inc. (SelkirkCo), which is in turn wholly owned by the Selkirk First Nation.

As consideration for the transaction, the company will pay $15,349,250 (the purchase price) via the issuance to SelkirkCo of 27,409,374 common shares of the company at a deemed value of 56 cents per common share and warrants to purchase 1,562,500 common shares at an exercise price of 56 cents per common share. The warrants will expire three years from closing of the transaction. The securities issued for the purchase price will be subject to a hold period of four months and one day from the date of issuance, as well as any applicable escrow restrictions pursuant the policies of the TSX Venture Exchange. The Selkirk First Nation is an arm's-length party to the company per the policies of the TSX-V.

As announced in the company's news releases dated July 17, 2025, and July 22, 2025, Subco completed non-brokered private placements for aggregate proceeds of $4.6-million through the issuance of 16,428,429 subscription receipts at a price of 28 cents per subscription receipt. The initial offering subscription receipts will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one common share upon satisfaction of certain conditions, including, among others, the satisfaction of all conditions to the completion of the transaction, other than the satisfaction of those conditions that, by their terms, cannot be satisfied until completion of the transaction. The initial offerings are subject to the approval of the TSX-V. The initial offerings were completed on a fully at-risk basis. In the event that the transaction does not close, the subscription funds from the initial offerings will not be returned to subscribers and the entire investment may be lost.

On closing of the transaction, the company intends to change its name to Selkirk Copper Mines Inc. and to reconstitute the board of directors of the company. SelkirkCo will have the right to nominate two of the six expected directors and will advise going forward as to who its nominees will be. Below are the biographies of the directors and officers of the company, following closing of the transaction.

Colin Joudrie, president and chief executive officer, director

Mr. Joudrie is an accomplished business leader with over 30 years of diverse mineral resources industry experience with a record of unlocking investment opportunities across the globe. Most recently, he was vice-president of business development with Teck Resources Ltd., a position he held from 2011 through 2024, where he was responsible for advancing several advanced base and precious metal development projects in the Americas through preliminary economic assessment, prefeasibility and feasibility study work. In addition, Mr. Joudrie was responsible for establishing and managing numerous joint venture interests and partnerships. His experience includes developing and executing pragmatic and prudent business strategies, building and supporting high performing and value-focused teams, extensive experience working with communities and stakeholders to foster excellence and respect, pursuing margin enhancing business solutions, selecting fit-for-purpose mining and mineral processing technologies, and delivering on investment plans.

Robert McLeod, director and co-founder

Born and raised in the mining town of Stewart in British Columbia, Mr. McLeod is a geologist, third-generation miner and entrepreneur, with 30 years of diverse experience for major and junior mining companies in a variety of metallogenic environments and mineral deposit types, primarily in B.C., Alaska, Yukon, Nunavut, Ontario and Nevada. As CEO and vice-president, exploration, he has led many successful explorers and development companies, such as IDM Mining and Underworld Resources. Mr. McLeod is a partner with the Fiore Group of Companies, CEO of Nations Royalty Inc., director of Dolly Varden Silver and Nexgold, as well as adviser to West Red Lake Gold Mines. An active mining industry volunteer, he is a past chair of AMEBC and serves on the board of the Britannia Mine Museum.

Ryan Weymark, PEng, director and co-founder

Mr. Weymark is a mining executive and professional engineer with over 15 years of experience spanning engineering, permitting, construction, operations, mergers and acquisitions (M&As), and finance across the mining sector. Mr. Weymark is the president and co-founder of Fuse Advisors Inc., a growing consultancy of 35-plus professionals that delivers high-impact project management and technical services across the Americas. Mr. Weymark is a partner with the Fiore Group, contributing to the creation and advancement of new mining ventures. He is a co-founder of several public and private resource companies, and is an adviser to West Red Lake Gold Mines, Dolly Varden Silver and Nations Royalty. Mr. Weymark was previously vice-president, technical evaluations, and consultant to NexGen Energy, where he led strategic technical initiatives for the Rook I project. Prior to NexGen, Mr. Weymark was an executive for several junior mining developers in the Golden Triangle of British Columbia, and held technical and management roles with Teck Resources, Ledcor and SNC-Lavalin working in operations, engineering and construction projects. Mr. Weymark holds a BASc in mining and mineral process engineering from the University of British Columbia, and is a licensed professional engineer (PEng).

Alex Morrison, director

Mr. Morrison is a professional director and experienced mining executive with over 35 years experience in the mining industry. He has vast multidisciplinary experience in senior strategic roles in finance, accounting, information technology, supply chain, risk management and operations support at major mining companies, including Newmont Mining, Homestake Mining, Phelps Dodge and Stillwater Mining. His most relevant experience to his role as a director at Nations Royalty is his former role as chief financial officer at Franco Nevada, a leading international gold royalty company. He has held diverse corporate director, chairman and lead director roles for a broad list of mining companies, including Detour Gold, Taseko Mines, Energy Fuels, Gold Standard Ventures and Gold Resource Corp. He is a chartered professional accountant (CPA, CA).

Josh Kierce, CPA, CFO

Mr. Kierce is a chartered professional accountant with eight years of experience in accounting and investment banking, primarily focused on the metals and mining sector. Throughout his career, he has been involved in financings raising over $400-million for mining companies. He is currently the CFO of Nations Royalty and a director of Pacific Ridge Exploration. Previously, Mr. Kierce worked in investment banking at Stifel Nicolaus Canada and PI Financial Corp. (now Ventum Financial Corp.). Mr. Kierce began his career at PricewaterhouseCoopers and holds a bachelor of technology in accounting from the British Columbia Institute of Technology.

Matthew Pickard, PGeo, senior vice-president, permitting and regulatory affairs

Mr. Pickard is an award-winning environmental, permitting, and government and indigenous engagement professional with over 20 years of experience in the Canadian resource sector, with a particular focus on Canada's North. Most recently, Mr. Pickard served as vice-president, sustainability, with B2Gold Nunavut, and previously as vice-president, people and sustainability, at Sabina Gold and Silver Corp. In this role, he directed permitting of the Back River project, enabling its successful advancement, and established the environmental protection and indigenous engagement frameworks that continue to guide the project today. Mr. Pickard was inducted into the Nunavut Mining Hall of Fame in 2023 and guided the Sabina team to win the Prospectors and Developers Association of Canada Sustainability Award in 2022. Mr. Pickard holds a master of business administration (MBA) and a BSc (honours) in environmental science from Laurentian University. He is also a certified environmental practitioner (EP) under the Canadian Environmental Certification Approvals Board and a professional geoscientist (PGeo) with the Association of Professional Geoscientists of Ontario.

Stacie Jones, PGeo, vice-president, exploration and geoscience

Ms. Jones is a professional geologist with over 10 years experience leading exploration programs across Canada's most remote and prospective mineral districts. With a geosciences and exploration background, and a passion for building collaborative cross-functional teams, Ms. Jones has played key roles in advancing gold and base metal projects from early-stage targeting through to development. In her time at Sabina Gold & Silver, she was instrumental in expanding the five-million-plus-ounce gold resource at the Back River project. Ms. Jones currently is a director of Pacific Ridge Exploration Ltd. and Viridian Metals. Ms. Jones is a registered professional geologist (PGeo, EGBC), and holds an MSc in geology from Queen's University and a BSc (honours) in geology from the University of British Columbia.

Scott Fulton, PEng, vice-president, projects and engineering

Mr. Fulton is a professional engineer with over 30 years of postgraduate experience. He is a multidisciplined engineering manager/project manager/director and has worked around the globe in various industrial sectors throughout his career. Mr. Fulton has significant EPCM/EPC experience, having been involved as the engineering manager and then project manager in New Gold's Afton mine EPCM (2007 to 2012), as well as providing oversight during the EPCM execution of the Brucejack and Rainy River mines. Mr. Fulton then spent four years working on the Prairie Creek lead-zinc-silver mine in the Northwest Territories and was most recently vice-president, engineering and construction, at Skeena Resources on the Eskay Creek project in northwestern B.C. Mr. Fulton graduated with a BEng in mechanical engineering from the University of the West of Scotland, and is a registered professional engineer (PEng, EGBC) and chartered engineer (CEng, United Kingdom).

Justin Stevens, CFA, vice-president, corporate development

Mr. Stevens is a capital markets professional with 10 years of experience in buy-side and sell-side equity research covering the mining sector, most recently with a natural-resource-focused hedge fund. His coverage focused on precious and base metals producers, as well as royalty and streaming companies. Mr. Stevens also spent seven years carrying out site-based engineering consulting work in the mining industry before transitioning to the financial sector. Mr. Stevens graduated with a BASc in mining engineering from the University of British Columbia and is a chartered financial analyst (CFA charterholder).

Chuck Hennessey, senior vice-president, operations

Mr. Hennessey is a mine operations general manager with extensive operations, turnaround, restart and start-up experience in the Canadian precious and base metal mining sector. Mr. Hennessey was most recently vice-president, operations, Argonaut Gold, where he oversaw the development, execution and delivery of a $740-million (U.S.) capital program to deliver a 10,000 tpd gold plant and supporting operations plan. Immediately prior to this engagement, he was vice-president, operations, for Centerra Gold's B.C. operations and major assets, responsible for an annual capital and operating budget of $325-million (U.S.). Prior to that, Mr. Hennessey was general manager for the Mount Milligan copper-gold-molybdenum mine, where he helped deliver a 23-per-cent increase in mine production, mill throughput and resulting copper concentrate production. Mr. Hennessey has an enviable record of adding value to small-, medium- and large-scale mining initiatives and operations through a commitment to team-based work, forthright and jovial communications, and positive approach to problem solving. Mr. Hennessey has a technical diploma from Northwest Community College, an electrical Red Seal certification from the College of New Caledonia and training in accounting from the University of Toronto.

The director nominees of the Selkirk First Nation will be disclosed in a future news release.

The transaction constitutes a reverse takeover as contemplated under the TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets, and, as a result, trading in the common shares on the TSX-V has been halted in accordance with the policies of the TSX-V, and will remain halted until such time as all required documentation has been filed with and accepted by the TSX-V, and permission to resume trading has been obtained from the TSX-V. Upon resumption of trading on the TSX-V, it is anticipated that the industry sector in which the company will operate will be Tier 2 mining. The company has applied for a waiver of the TSX-V sponsorship requirements. The transaction is not subject to shareholder approval of the company per Policy 5.2 of the TSX-V as the transaction is not a related party transaction, the company is currently without active operations and is listed on the NEX, the company is not and will not be subject to a cease trade order or otherwise suspended from trading upon completion of the transaction, and shareholder approval is not required under applicable corporate and securities laws. Closing of the transaction is subject to a number of conditions, including receipt of all required corporate, regulatory and third party consents, TSX-V approval, and satisfaction of other customary closing conditions. There can be no assurance that the transaction will be completed as proposed or at all.

Offering

The offering is expected to consist of a combination of the issuance of the following securities by the company and Subco for aggregate gross proceeds of up to $30-million:

• Subscription receipts of Subco (the non-flow-through (NFT) subscription receipts) at a price of 56 cents per subscription receipt;
• Flow-through (FT) subscription receipts of the company at a price of 60 cents per FT subscription receipt;
• Charity flow-through subscription receipts of the company at a price of 84 cents per charity subscription receipt.

The company and Subco have granted the agents an option to sell up to such number of additional subscription receipts at the applicable offering price as is equal to 15 per cent of the number of subscription receipts sold under the offering. The agents' option shall be exercisable, in whole or in part, until the closing date (as defined below), and may be for any combination of NFT subscription receipts, FT subscription receipts or charity subscription receipts.

Each NFT subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one common share upon the satisfaction or waiver of the escrow release conditions (as defined below) prior to the termination date.

Each FT subscription receipt and charity FT subscription receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one common share to be issued as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada) upon the satisfaction or waiver of the escrow release conditions prior to the termination date (as defined below).

The subscription receipts will be issued under subscription receipt indentures with the company and Subco (as applicable), and a subscription receipt agent to be determined (the subscription receipt agent) and Canaccord.

The aggregate gross proceeds from the sale of the FT subscription receipts and charity FT subscription receipts will, upon issuance of the FT shares, be used to incur eligible Canadian exploration expenses (CEE), as defined in Subsection 66.1(6) of the tax act, which qualify as flow-through critical mineral mining expenditures, as defined in Subsection 127(9) of the tax act, on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the FT subscription receipts and the charity FT subscription receipts (as applicable) effective Dec. 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issue of the FT subscription receipts and the charity FT subscription receipts.

In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2025, for each FT subscription receipt and charity FT subscription receipt, in an aggregate amount not less than the gross proceeds raised from the issue of the FT subscription receipts and the charity FT subscription receipts, and/or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction, as agreed. The net proceeds from sale of the NFT subscription receipts will be used to explore for copper-gold-silver mineralization at the past-producing Minto copper-gold-silver mine, and for general and administrative purposes.

The aggregate gross proceeds from the sale of the subscription receipts, less the agents' reasonable out-of-pocket expenses, and the reasonable fees and disbursements of the agents' legal counsel, will be held in escrow pursuant to the subscription receipt indentures in interest-bearing accounts pending the earlier of: (a) the satisfaction of the escrow release conditions; and (b) the occurrence of a termination event (as defined below).

The escrow release conditions include, among other things: (i) the receipt of all required board, shareholder and regulatory approvals in connection with the offering, and the transaction including, without limitation, the conditional approval of the TSX-V for the listing of the common shares having been obtained; (ii) the completion or the satisfaction of all conditions precedent to the transaction, substantially in accordance with the terms of the definitive agreement, to the satisfaction of the agents; and (iii) the receipt by the agents of an opinion of counsel of the company and Subco that the common shares issued upon the conversion of the subscription receipts and completion of the transaction will be freely tradeable on a Canadian market and not subject to any statutory hold period.

Upon satisfaction of the escrow release conditions on or prior to the termination date, the subscription receipt agent will release the deposited agents' fee together with all interest earned thereon, to Canaccord (or as Canaccord may direct) from the escrowed funds and the balance of the escrowed funds shall be released to the company.

If (i) the escrow release conditions have not been satisfied prior to 5 p.m. Toronto time on the date that is 60 days following the closing date, (ii) the transaction is terminated at any earlier time, or (iii) the company advises Canaccord or announces to the public that it does not intend to satisfy the escrow release conditions (in any case, a termination event, and the date upon which such event occurs, the termination date), the subscription receipt agent shall return to the holders of the subscription receipts an amount equal to the aggregate offering price of the subscription receipts held by each such holder (as applicable), and their pro rata portion of interest and other income earned on the escrowed funds and the subscription receipts shall be cancelled. The company and Subco (as applicable) shall be responsible and liable to the holders of the subscription receipts for any shortfall between the aggregate offering price paid by the original purchasers of the subscription receipts and the escrowed funds.

The subscription receipts shall be subject to an indefinite hold period. The common shares issued on conversion of the subscription receipts following the completion of the transaction will not be subject to a statutory hold period in Canada.

The subscription receipts will be marketed: (i) to investors in each of the provinces and territories of Canada on a private placement basis; (ii) to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.

The company and Subco (as applicable) will pay to the agents, a cash commission equal to 6.0 per cent of the aggregate proceeds of the offering (other than in respect of sales to those purchasers on the president's list, in which case a cash commission of 2.0 per cent shall be payable). On the satisfaction of the escrow release conditions, the company shall issue to the agents non-transferable broker warrants of the company, exercisable at any time to the day that is 24 months from the satisfaction of the escrow release conditions, to acquire in aggregate that number of common shares of the company that is equal to 6.0 per cent (reduced to 2.0 per cent in respect of sales to purchasers on the president's list) of the number of subscription receipts sold pursuant to the offering exercisable at the offering price for the NFT subscription receipts. The agents' fee shall be payable to the agents upon release of the escrowed funds.

Closing of the offering is targeted as the week of Sept. 22, 2025, but in any event as soon as possible following the successful marketing of the offering, and as agreed between the agents and the company.

The scientific and technical information contained in this new release was reviewed by Stacie Jones, PGeo, vice-president, exploration and geoscience, of the company, and a qualified person under the meaning of National Instrument 43-101. Ms. Jones has reviewed, verified and approved the technical information in this news release.

About the Selkirk First Nation

The Selkirk First Nation is centred in Pelly Crossing, a community in central Yukon, 280 km north of Whitehorse. The first nation is a self-governing first nation, having signed its final and self-government agreements in 1997. Selkirk owns 4,740 square kilometres of settlement land, including 2,408 square km, where Selkirk owns both the surface and subsurface. The Selkirk First Nation is one of three self-governing Northern Tutchone first nations in Yukon.

About the Minto copper-gold-silver mine

The Minto mine is an idled past-producing open-pit and underground copper-gold-silver mine located in central Yukon, on lands of the Selkirk First Nation. The site infrastructure includes a 4,100 tpd processing plant, a 400-person camp, water treatment facilities, numerous ancillary buildings and mobile equipment. 843093 Yukon, a Yukon company, wholly owned indirectly by the Selkirk First Nation, currently owns the project.

We seek Safe Harbor.