Plan of arrangement

The TSX Venture Exchange has approved York Harbour Metals Inc.'s plan of arrangement, which includes certain matters, as outlined below.

The plan of arrangement was approved by York Harbour shareholders on July 26, 2023, pursuant to a resolution passed by York Harbour shareholders. York Harbour received a final order from the Supreme Court of British Columbia on Aug. 1, 2023, in connection with the plan of arrangement.

The plan of arrangement involves the spinout of all of the issued and outstanding common shares of Phoenix Gold Resources (Holdings) Ltd., a wholly owned subsidiary of York Harbour, to the York Harbour shareholders. Phoenix Gold holds the Phoenix Gold properties, comprising the Eldorado property and the Plumas property, to Phoenix Gold. A total of 13,705,803 shares of Phoenix Gold will be distributed on a pro rata basis to shareholders of York Harbour. Based on the current outstanding share capital of York Harbour, it is anticipated that this will result in Phoenix Gold shareholders receiving approximately 0.2 Phoenix Gold share for every share held in York Harbour.

Additionally, pursuant to the plan of arrangement, York Harbour shareholders will receive new shares (as defined below) of York Harbour in exchange for old shares (as defined below).

The plan of arrangement is fully described in York Harbour's information circular dated July 26, 2023. Refer to York Harbour's news releases dated May 4, 2023, June 15, 2023, July 27, 2023, and Sept. 14, 2023.

Substitutional listing

In accordance with the above-referenced plan of arrangement, York Harbour shareholders who previously held one common share of York Harbour (the old shares), which were renamed and redesignated as Class A shares of York Harbour, have exchanged their old shares for a newly created class of shares of York Harbour (the new shares), on a one-for-one basis.

Accordingly, the new shares will be listed on the exchange at the market opening on Monday, Sept. 18, 2023.

Capitalization:  unlimited common shares with no par value, of which 68,529,041 common shares are issued and outstanding

Escrowed shares:  nil

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  YORK (unchanged)

Cusip No.:  98664A 10 8 (new)

Delisting

In conjunction with the closing of the plan of arrangement, the old shares of York Harbour will be delisted from the exchange. Accordingly, effective at the close of business on Friday, Sept. 15, 2023, the old shares of York Harbour will be delisted.