Mr. David Mitchell reports

GREAT NORTHERN ENERGY METALS INC. ANNOUNCES OPTION TO ACQUIRE INTEREST IN COLORADO URANIUM PROJECT

Great Northern Energy Metals Inc. has entered into an assignment and assumption agreement with 1494402 B.C. Ltd. (the assignor), pursuant to which Great Northern has assumed all rights and obligations under an option agreement dated Aug. 20, 2024, with Ventura Uranium LLC (doing business as Nuvemco LLC) and Paul Szilagyi (together, the optionors).

Under the terms of the option agreement, the company has the exclusive right to acquire up to a 100-per-cent interest in a Colorado-based uranium project through a two-stage option to acquire all of the membership interests in a newly formed Colorado limited liability company, NUV2C LLC (Holdco), which holds legal and beneficial title to the property.

Transaction highlights:

• Initial option (first option): Great Northern may earn a 49-per-cent interest in Holdco in exchange for:
  • Cash payments to Nuvemco totalling $1.75-million (U.S.) over 17 months;
  • The issuance of common shares in the capital of Great Northern equal to 16.66 per cent of the issued and outstanding Great Northern shares, calculated on a postissuance, fully diluted basis at the time of issuance.
• Second option: Following the exercise of the first option, the company may acquire the remaining 51-per-cent interest in Holdco in exchange for Great Northern shares representing an additional 23.33 per cent of the company on a postissuance, fully diluted basis.
• Upon full exercise of the options, Nuvemco and its designees are expected to hold 39.99 per cent of the company on a fully diluted basis.

The company has agreed to reimburse the assignor for prior expenditures of $758,000 in connection with the property and the option agreement, which will be satisfied in cash and/or common shares, subject to regulatory approval.

The projects are primarily located in Montrose county, Colorado, and consist of unpatented lode mining claims and other associated mineral rights prospective for uranium mineralization.

David Mitchell, chief executive officer of Great Northern, commented:

"This transaction marks a significant milestone for Great Northern as we establish a strategic foothold in the U.S. uranium sector. The Colorado uranium district has long been known for its production history and this acquisition aligns with our strategy to develop high-potential energy metal projects in politically stable jurisdictions. We are looking forward to working closely with the highly experienced team at Nuvemco to advance these properties."

Director resignation

The company would also like to announce the resignation of director Ken Williamson. It wishes to thank him for his efforts on behalf of Great Northern and wishes him well in his future endeavours. The company is actively seeking a replacement director and expects to announce that in the near term.

Regulatory compliance

All securities issuances related to the transaction will be made in reliance on applicable exemptions from prospectus requirements in accordance with National Instrument 45-106, and will be subject to resale restrictions under Canadian securities laws and the rules and policies of the Canadian Securities Exchange.

About Great Northern Energy Metals Inc.

Great Northern is a Canadian mineral exploration company focused on the acquisition and development of critical mineral projects. The company is committed to responsible exploration and unlocking shareholder value through targeted investment in high-potential energy metal assets.

We seek Safe Harbor.