Mr. Bruce Durham reports

YORK HARBOUR METALS ENTERS INTO ARRANGEMENT AGREEMENT FOR PROPOSED SPIN-OUT OF PHOENIX GOLD PROJECT

York Harbour Metals Inc. has confirmed its board of directors has unanimously approved a previously announced spinout and has now entered into an arrangement agreement with York's wholly owned subsidiary, Phoenix Gold Resources (Holdings) Ltd. (SpinCo), pursuant to which 100 per cent of its non-core assets, the Plumas and Eldorado properties (collectively known as the Phoenix gold project), will be spun out to shareholders of the company by way of a share capital reorganization effected through a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia). Under the arrangement, York will distribute all the issued and outstanding common shares of SpinCo to the shareholders. Once the arrangement becomes effective, York shareholders will ultimately own shares of York and a reporting issuer. SpinCo will focus on the development of the Phoenix gold project, and York will continue to focus on the development of the York Harbour copper-zinc-silver project and the Bottom Brook rare earth elements project, both located in western Newfoundland and Labrador, Canada.

The arrangement agreement

Under the arrangement, current shareholders will receive SpinCo shares by way of a share exchange, pursuant to which each existing common share of York will be exchanged for one new common share of York and 0.2 of a SpinCo share. Holders of options and warrants of York will not be entitled to new company shares nor SpinCo shares.

The reorganization will be effected pursuant to the arrangement provisions of the Business Corporations Act (British Columbia) and must be approved by the Supreme Court of British Columbia and by the affirmative vote of two-thirds of the shareholders at a shareholder's meeting to be held on July 26, 2023. Upon receipt of approval from the shareholders and the court, the board will determine an effective date to complete the arrangement.

The company expects that the arrangement will increase shareholder value by allowing capital markets to ascribe value to the Phoenix gold project independently of the York Harbour copper-zinc-silver project and the Bottom Brook rare earth elements project held by the company. The spinout will provide new and existing shareholders more flexibility as to their specific investment strategy and risk profile. The company believes that having a separately finance early exploration business will accelerate the development of the Phoenix gold project.

Conditions to closing

Completion of the arrangement is subject to several conditions, including the following:

• Shareholder approval at the meeting;
• Court approval;
• TSX Venture Exchange approval.

On June 13, 2023, the TSX-V conditionally accepted the terms of the arrangement, subject to standard conditions, including court and shareholder approval.

Upon completion of the arrangement, it is intended that SpinCo will be managed by Andrew Lee, as president and chief executive officer, and Sean Choi, as chief financial officer. SpinCo's board of directors will consist of Mr. Lee, Roger Baer and J. Douglas Blanchflower. Changes and additions to the management team and board will be made as needed as the Phoenix gold project progresses.

Additional details of the spinout transaction will be included in an information circular to be mailed to shareholders. The spinout is expected to close on or about a date to be determined after the meeting, subject to the satisfaction of all necessary approvals and conditions.

About York Harbour Metals Inc.

York Harbour Metals is an exploration and development company focused on two high-grade projects in Newfoundland and Labrador. The York Harbour copper-zinc-silver project is located approximately 27 kilometres from Corner Brook in Newfoundland and Labrador. The company intends to continue drilling the 11 known mineralized zones and explore new massive sulphide targets.

Recently, the company announced the acquisition of a high-grade rare earth elements (REE) project also located in Newfoundland and Labrador. The Bottom Brook critical metals project, covering 15,150 hectares, is located next to the Trans-Canada Highway and is just 27 km from the deepwater port at Turf Point. York Harbour intends to actively identify diamond drill targets through property-wide prospecting, focused soil sampling and geological mapping. A substantial drill program is scheduled for this year.

We seek Safe Harbor.