The TSX Venture Exchange has accepted for filing Venerable Ventures Ltd.'s reverse takeover (RTO) and related transactions, as described in its filing statement dated Oct. 29, 2025. The RTO includes the following matters, all of which have been accepted by the exchange.

Reverse takeover -- completed, private placement -- brokered

Pursuant to an arm's-length amalgamation agreement dated Aug. 26, 2025, the company has acquired all of the outstanding shares of 1561250 B.C. Ltd. (SelkirkSubco). In consideration, the company issued 27,409,374 common shares and 1,562,500 common share purchase warrants to MineCo, the sole shareholder of SelkirkSubco.

Pursuant to the terms of the amalgamation agreement, the parties completed concurrent financings by way of subscription receipts for total aggregate gross proceeds of $44,726,131.

The financings comprised:

• An initial non-brokered offering of 16,428,429 subscription receipts at 28 cents per receipt for gross proceeds of $4,599,960.12;
• A main brokered offering of 64,624,139 subscription receipts and concurrent shares for aggregate gross proceeds of $40,126,171.44, which included:
  • 37,636,371 non-flow-through subscription receipts/shares at 56 cents per security;
  • 15,083,006 flow-through subscription receipts at 60 cents per receipt;
  • 11,904,762 charity-flow-through subscription receipts at 84 cents per receipt.

Each subscription receipt entitled the holder to receive, without payment of additional consideration, one common share of the company upon satisfaction of the escrow release conditions.

In connection with the main offering, the company paid agents' fees, including $2,007,570.29 in cash and 3,168,140 common share purchase warrants.

Each resulting issuer consideration warrant entitles the holder to purchase one common share of the company at an exercise price of 56 cents until Oct. 29, 2028.

Each resulting issuer broker warrant entitles the holder to purchase one common share of the company at an exercise price of 56 cents until Oct. 29, 2027. The exchange has been advised that the RTO has been completed.

For additional information, please refer to the filing statement dated Oct. 29, 2025, available under the company's profile on SEDAR+.

Symbol change

Effective at the opening, Nov. 4, 2025, the trading symbol for the company will change from VLV.H to SCMI. There is no change in the company's name, no change in its Cusip number and no consolidation of capital.

The company is classified as a copper-zinc ore mining company.

Posttransaction capitalization

Capitalization:  unlimited shares with no par value, of which 126,380,911 shares are issued and outstanding

Escrow:  38,180,518 common shares

Escrow term:  18 months

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  SCMI (new)

Cusip No.:  922641 30 3 (unchanged)

Graduation from the NEX to the TSX Venture Exchange

In conjunction with the above, the company has met the requirements to be listed as a TSX Venture Exchange Tier 1 company. Therefore, effective Tuesday, Nov. 4, 2025, the company's listing will transfer from the NEX to the TSX Venture Exchange, the company's tier classification will change from the NEX to Tier 1, and the filing and service office will change from the NEX to Vancouver.

Resume trading

The common shares of the company have been halted from trading since June 30, 2025, pending completion of the RTO.

Trading in the company's shares will resume effective at the market open on Tuesday, Nov. 4, 2025.