Mr. Paul Huet reports

CULICO METALS INC. ANNOUNCES LISTING ON THE TSX VENTURE EXCHANGE

Pursuant to the final listing approval received from the TSX Venture Exchange, Culico Metals Inc.'s common shares will commence trading on the TSX-V at the opening of the market on Aug. 16, 2024, under the symbol CLCO pursuant to the TSX-V Sandbox program.

Culico is a newly listed company formed pursuant to the spinout of certain assets of Karora Resources Inc. in connection with the completion of a court-approved plan of arrangement under the Canada Business Corporations Act, which was completed in accordance with the terms of an arrangement agreement dated April 8, 2024, among Westgold Resources Ltd., Karora, 1474429 B.C. Ltd. and Culico (as amended on July 8, 2024).

In connection with the completion of the arrangement and spinout (collectively, the transaction), 55,733,665 common shares were distributed to the former shareholders of Karora. As a result of the arrangement, all of the issued and outstanding common shares of the corporation are held by the former shareholders of Karora. In addition to approving the arrangement, former shareholders of Karora also approved the corporation's omnibus equity inventive plan. The plan will allow for the issuance of options, restrictive share units, performance share units and deferred share units. The corporation is of the view that the plan is required to attract and retain key personnel who are necessary or essential to Culico's success. The aggregate number of common shares reserved and available for grant and issuance pursuant to awards under the plan shall be equal to a maximum of 10 per cent of the aggregate number of issued and outstanding common shares. While listed pursuant to the TSX-V Sandbox, no awards may vest, settle or be exercised.

TSX-V Sandbox program

Culico has received approval from the TSX-V to list its common shares on the TSX-V pursuant to the TSX-V Sandbox, an initiative intended to facilitate listing applications that may not generally satisfy the requirements and guidelines of the TSX-V, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSX-V or an exemption from certain requirements in the TSX-V Corporate Finance Manual.

As Culico does not currently meet certain of the original listing requirements of the TSX-V set out in Policy 2.1 -- Initial Listing Requirements, the TSX-V has exercised its discretion to waive certain original listing requirements relating to Culico's investment of 50 per cent of its available funds in granting Culico conditional approval for listing pursuant to the TSX-V Sandbox. Culico will remain listed pursuant to the TSX-V Sandbox until the following exit conditions are met within 12 months of listing on the TSX-V (the exit deadline): (i) Culico has deployed at least 50 per cent of its available funds, being $4,663,000.00 to at least two qualifying investments that are satisfactory to the TSX-V, (ii) the TSX-V has confirmed there are no outstanding compliance or disclosure issues, and (iii) Culico has made a formal application to the TSX-V for an exit review, along with the applicable filing fee, and the TSX-V is satisfied the exit conditions have been met. If Culico has not satisfied the exit conditions by the exit deadline, the Culico listing may be transferred from the TSX-V to the NEX.

So long as Culico remains a TSX-V Sandbox issuer, it will be subject to the following restrictions and disclosure obligations in addition to the TSX-V Tier 2 continued listing requirements and disclosure obligations pursuant to the policies of the TSX-V: a) any proposed investment is subject to TSX-V review and acceptance, including all investments that would otherwise be considered an "Exempt Transaction" as such term is defined in Policy 5.3 -- Acquisitions and Dispositions; b) 1,199,857 common shares, being all the common shares held by directors and officers of Culico, will be held in escrow pursuant to an escrow agreement in the form of TSX-V's Form 5D. The first release from escrow will occur on the date on which the TSX-V issues a bulletin confirming Culico has satisfied all the exit conditions and accepted Culico's exit from the TSX-V Sandbox program (the exit date). On the exit date, upon Culico meeting all TSX-V Sandbox listing requirements, the TSX-V's Tier 2 value securities release schedule will be retroactively applied to the original listing date of Culico on the TSX-V pursuant to the TSX-V Sandbox program; c) Culico may grant equity incentive awards but no such awards may vest, be settled or be exercised, as the case may be, until the exit date, or in the case of restricted share units, deferred share units or performance share units, until the later of (i) one year from the date of grant and (ii) the exit date; and d) all continuous disclosure documents of Culico must refer to Culico being listed on the TSX-V under the TSX-V Sandbox program.

Culico has received an exemption from the sponsorship requirements under Policy 2.2 -- Sponsorship and Sponsorship Requirements of the TSX-V of the TSX-V's Corporate Finance Manual.

About Culico Metals Inc.

Culico is a company focused on creating value in the mineral exploration, development and production sector. Culico's current assets include a 1-per-cent lithium royalty on certain mining interests held by Kali Metals Ltd., the right to receive a deferred consideration payment due to the on-sale of the Dumont project and approximately $10-million in cash. The Dumont project is a large-scale nickel deposit located 25 kilometres west of the town of Amos in the established Abitibi mining camp in the mining-friendly Canadian province of Quebec. Culico holds an interest in the net proceeds from a future sale or other monetization event involving the Dumont project.

We seek Safe Harbor.