Skyharbour Resources Ltd. (TSX-V: SYH ) (OTCQX: SYHBF ) (Frankfurt: SC1P ) (the ‘Company’) is pleased to announce that the Company will be presenting at Red Cloud’s Fall Mining Showcase 2025. The annual conference will be hosted in-person, at the Sheraton Centre Toronto Hotel from November 4-5, 2025. We invite our shareholders, and all interested parties to join us there.

Skyharbour’s President and CEO, Jordan Trimble, will be presenting Wednesday, November 5 ^th at 1:40 pm Eastern Standard Time, providing an overview and update for the Company.

For more information and/or to register for the conference please visit:
https://redcloudfs.com/fallminingshowcase2025/

Skyharbour Engages Marketing Firm:

The Company has entered into an agreement with Plutus Invest and Consulting (‘Plutus’), a German based communications and media services provider, pursuant to which Plutus will provide the Company with marketing services. The consulting agreement has a term of six months commencing November 1 ^st , 2025 and shall continue through April 30 ^th , 2026. The marketing services provided by Plutus will be in consulting with the Company’s management in building investor awareness of the Company through Plutus’s network in Europe. The Company has agreed to pay Plutus a total initial cost of CAD $120,000 upon the commencement of services. Plutus is an arm’s length from the Company and Plutus does not have any interest, direct or indirect, in the Company or its securities. The Company’s engagement of Plutus is subject to the acceptance of the TSX Venture.

About Skyharbour Resources Ltd.:

Skyharbour holds an extensive portfolio of uranium exploration projects in Canada’s Athabasca Basin and is well positioned to benefit from improving uranium market fundamentals with interest in thirty-seven projects covering over 616,000 hectares (over 1.5 million acres) of land. Skyharbour has acquired from Denison Mines, a large strategic shareholder of the Company, a 100% interest in the Moore Uranium Project, which is located 15 kilometres east of Denison’s Wheeler River project and 39 kilometres south of Cameco’s McArthur River uranium mine. Moore is an advanced-stage uranium exploration property with high-grade uranium mineralization in several zones at the Maverick Corridor. Adjacent to the Moore Project is the Russell Lake Uranium Project, in which Skyharbour is operator with joint-venture partner RTEC. The project hosts widespread uranium mineralization in drill intercepts over a large property area with exploration upside potential. The Company is actively advancing these projects through exploration and drilling programs.

Skyharbour also has joint ventures with industry leader Orano Canada Inc., Azincourt Energy, and Thunderbird Resources at the Preston, East Preston, and Hook Lake Projects, respectively. The Company also has several active earn-in option partners, including CSE-listed Basin Uranium Corp. at the Mann Lake Uranium Project; TSX-V listed North Shore Uranium at the Falcon Project; UraEx Resources at the South Dufferin and Bolt Projects; Hatchet Uranium at the Highway Project; CSE-listed Mustang Energy at the 914W Project; and TSX-V listed Terra Clean Energy at the South Falcon East Project.

In aggregate, Skyharbour has now signed earn-in option agreements with partners that total to over $36 million in partner-funded exploration expenditures, over $20 million worth of shares being issued, and $14 million in cash payments coming into Skyharbour, assuming that these partner companies complete their entire earn-ins at the respective projects.

Skyharbour’s goal is to maximize shareholder value through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.

Skyharbour’s Uranium Project Map in the Athabasca Basin:
https://skyharbourltd.com/_resources/news/SKY_SaskProject_Locator_2025_07_16_v1.jpg

To find out more about Skyharbour Resources Ltd. (TSX-V: SYH) visit the Company’s website at www.skyharbourltd.com

Skyharbour Resources Ltd.

‘Jordan Trimble’

Jordan Trimble
President and CEO

For further information contact myself or:
Nicholas Coltura
Investor Relations Manager
Skyharbour Resources Ltd.
Telephone: 604-558-5847
Toll Free: 800-567-8181
Facsimile: 604-687-3119
Email: info@skyharbourltd.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

This release includes certain statements that may be deemed to be ‘forward-looking statements’. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements, including the Private Placement. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, regulatory approvals, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.ca for further information.

This article has been disseminated on behalf of LaFleur Minerals and may include paid advertising.

Via InvestorWire — LaFleur Minerals Inc. (CSE: LFLR) (OTCQB: LFLRF) (FSE: 3WK0) today announces its placement in an editorial published by NetworkNewsWire (‘NNW’), one of 75+ brands within the Dynamic Brand Portfolio @ IBN ( InvestorBrandNetwork ) a specialized communications platform with a focus on financial news and content distribution for private and public companies and the investment community.

To view the full publication, ‘From Explorer to Producer: The Most Compelling Mining Window,’ please visit: https://nnw.fm/jGe0e

Over the past year, gold, silver and other precious metals have maintained a steady upward trajectory, reshaping how investors view the mining landscape. Propelled by persistent inflation, geopolitical instability, central-bank accumulation and constrained supply, today’s precious-metals market offers more than traditional portfolio protection; it signals genuine growth potential. As equities remain turbulent and many sectors struggle with long-term challenges, mining companies with exposure to gold and silver are emerging as both attractive and resilient investment plays. Within this environment, the stage at which a mining company advances from exploration to production carries heightened importance.

It is during this pivotal phase — when a junior miner evolves into a producer with established assets, a defined processing pathway and imminent cash flow — that value creation often accelerates. At this juncture, exploration risk has largely subsided, and potential is transformed into measurable economics. LaFleur Minerals Inc. exemplifies this strategic shift. The company owns a fully permitted, recently refurbished gold-processing mill and stands years ahead of many peers still seeking production capabilities, yet trades below its intrinsic asset value.

About LaFleur Minerals Inc.

LaFleur Minerals Inc. (CSE: LFLR,OTC:LFLRF) (OTCQB: LFLRF) (FSE: 3WK0) is focused on the development of district-scale gold projects in the Abitibi Gold Belt near Val-d’Or, Québec. The company’s is to advance mining projects with a laser focus on our resource-stage Swanson Gold Project and the Beacon Gold Mill, which have significant potential to deliver long-term value. The Swanson Gold Project now spans over 18,304 hectares (183 km2) in size and includes several prospects rich in gold and critical metals previously held by Monarch Mining, Abcourt Mines and Globex Mining. LaFleur has recently consolidated a large land package along a major structural break that hosts the Swanson, Bartec and Jolin gold deposits and several other showings that make up the Swanson Gold Project. The Swanson Gold Project is easily accessible by road with a rail line running through the property allowing direct access to several nearby gold mills, further enhancing its development potential. LaFleur Minerals’ fully refurbished and permitted Beacon Gold Mill is capable of processing more than 750 tonnes per day and is being considered for processing mineralized material at Swanson and for custom milling operations for other nearby gold projects.

For more information, visit the company’s website at LaFleur Minerals Profile .

NOTE TO INVESTORS: The latest news and updates relating to LFLR are available in the company’s newsroom at https://ibn.fm/LFLRF

This article has been disseminated on behalf of LaFleur Minerals which may include paid advertisement.

Qualified Person Statement – All scientific and technical information contained in this article has been reviewed and approved by Louis Martin, P.Geo. (OGQ), Exploration Manager and Technical Advisor of the company and considered a Qualified Person for the purposes of NI 43-101.

About NetworkNewsWire

NetworkNewsWire (‘NNW’) is a specialized communications platform with a focus on financial news and content distribution for private and public companies and the investment community. It is one of 75+ brands within the Dynamic Brand Portfolio @ IBN that delivers : (1) access to a vast network of wire solutions via InvestorWire to efficiently and effectively reach a myriad of target markets, demographics and diverse industries ; (2) article and editorial syndication to 5,000+ outlets ; (3) press release enhancement to ensure maximum impact ; (4) social media distribution via IBN to millions of social media followers ; and (5) a full array of tailored corporate communications solutions . With broad reach and a seasoned team of contributing journalists and writers, NNW is uniquely positioned to best serve private and public companies that want to reach a wide audience of investors, influencers, consumers, journalists and the general public. By cutting through the overload of information in today’s market, NNW brings its clients unparalleled recognition and brand awareness.

NNW is where breaking news, insightful content and actionable information converge.

For more information, please visit https://www.NetworkNewsWire.com

Please see full terms of use and disclaimers on the NetworkNewsWire website applicable to all content provided by NNW, wherever published or republished: https://www.NetworkNewsWire.com/Disclaimer

NetworkNewsWire
New York, NY
www.NetworkNewsWire.com
212.418.1217 Office
Editor@NetworkNewsWire.com

NetworkNewsWire is powered by IBN

(TheNewswire)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

October 31, 2025 TheNewswire – Vancouver, British Columbia, Canada JZR Gold Inc. (the ‘ Company ‘ or ‘ JZR ‘) ( TSX-V: JZR ) is pleased to announce that it has received total proceeds of $1,600,000 from the exercise of 4,000,000 share purchase warrants (the ‘ Warrants ‘) over the past week. The Warrants were issued in connection with the Company’s private placement that closed in October 2023, and each Warrant was exercised into one common share at a price of $0.40 per share. Pursuant to the exercise, an aggregate of 4,000,000 common shares were issued to the holders who exercised. The proceeds from the exercise of the Warrants will be used for general working capital purposes.

For further information, please contact:

Robert Klenk

Chief Executive Officer

E: rob@jazzresources.ca
T: 604.329.9092

Forward-Looking Statements

This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future.  Forward-looking statements in this news release include statements with respect to the anticipated use of proceeds from the exercise of the Warrants.  Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it.  Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.  These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed with the Canadian securities regulators.  The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.  The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the ‘U.S. Securities Act’), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or ‘U.S. persons’ (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Copyright (c) 2025 TheNewswire – All rights reserved.

(TheNewswire)

Brossard, Quebec TheNewswire – October 31, 2025 CHARBONE CORPORATION (TSXV: CH,OTC:CHHYF; OTCQB: CHHYF; FSE: K47) (‘ CHARBONE ‘ or the ‘ Company ‘), a North American producer and distributor specializing in clean Ultra High Purity (‘ UHP ‘) hydrogen and strategic industrial gases, is pleased to announce that the Company has retained the US-based corporate communications firm, RB Milestone Group LLC (‘ RBMG ‘), to provide investor relations services including corporate communications advisory, non-deal roadshow advisory, market intelligence advisory, and business referrals to the management team of the Company. RBMG has been retained for an initial term of 6-months starting October 20, 2025, paid in cash totalling US$59,500 and billed on a monthly basis. Following the first 6-months, the agreement auto renews on a monthly basis until termination. RBMG is at arm’s length to the Company. The agreement is subject to regulatory approval.

Dave B. Gagnon, CEO of CHARBONE , commented: ‘ We are very pleased to welcome the RBMG team as a key addition to our communications and investor relations strategy in the United States and Canada. Their proven expertise in capital markets, corporate visibility, and strategic advisory will play a vital role as CHARBONE enters its next phase of growth and expansion across North America. This collaboration reinforces our commitment to transparency, shareholder engagement, and long-term value creation. ‘

About RB Milestone Group LLC

Founded in 2009, RB Milestone Group LLC (‘RBMG’) is a US-based corporate communications firm that specializes in investor relations advisory and has offices in New York City and Stamford, Connecticut. RBMG’s US advisory practice delivers investor relations programs tailor-made for emerging companies that are private and publicly traded on the NYSE, NASDAQ, OTCQB, OTCQX, TSX, TSXV, CSE, ASX and AIM. RBMG refines communications strategies, weighs data and advises clients on how to penetrate new markets. It helps clients target and secure relationships with niche US stakeholders and key industry strategics globally. Utilizing digital techniques, artificial intelligence (AI) and machine learning, RBMG has developed methods that improve traditional client IR initiatives to maximize ROI. RBMG partners with clients across a wide range of industry segments, including: Cannabis, Cleantech, Consumer Goods, Crypto, Fintech, Healthcare, Metals & Mining, Professional Services, Renewable Energy, and Technology. To learn more about RBMG please visit: www.rbmilestone.com .

Updated Terms of Shares-for-Debt Settlement

CHARBONE announces an update to its previously disclosed shares-for-debt settlement dated August 14, 2025. Following discussion with the TSX Venture Exchange, including a review of the restrictions imposed upon shares for debt transactions in the context of market making services, the Company has revised the total amount and number of shares to be issued under the settlement.  Under the revised terms, CHARBONE will settle $30,000 of the original $118,095 payable to an arm’s-length market maker through the issuance of common shares. The Company successfully negotiated that the remaining balance will be reduced by the value of the shares at the current market price.  Upon closing, CHARBONE will issue 500,000 common shares. The settlement will be documented in a formal agreement and remains subject to final approval by the TSX Venture Exchange.  The common shares issued will be subject to the statutory four-month hold period.

About CHARBONE CORPORATION

CHARBONE is an integrated company specializing in clean Ultra High Purity (UHP) hydrogen and the strategic distribution of industrial gases in North America and Asia-Pacific. Through a modular approach, the Company is building a distributed network of green hydrogen production plants while diversifying revenues via helium and specialty gas partnerships. This disciplined model reduces risk, enhances flexibility, and positions CHARBONE as a leader in the transition to a low-carbon future. CHARBONE is listed on the TSX Venture Exchange (TSXV: CH,OTC:CHHYF) , the OTC Markets (OTCQB: CHHYF) , and the Frankfurt Stock Exchange (FSE: K47) . Visit www.charbone.com .

Forward-Looking Statements

This news release contains statements that are ‘forward-looking information’ as defined under Canadian securities laws (‘forward-looking statements’). These forward-looking statements are often identified by words such as ‘intends’, ‘anticipates’, ‘expects’, ‘believes’, ‘plans’, ‘likely’, or similar words. The forward-looking statements reflect management’s expectations, estimates, or projections concerning future results or events, based on the opinions, assumptions and estimates considered reasonable by management at the date the statements are made. Although Charbone believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements involve risks and uncertainties, and undue reliance should not be placed on forward-looking statements, as unknown or unpredictable factors could cause actual results to be materially different from those reflected in the forward-looking statements. The forward-looking statements may be affected by risks and uncertainties in the business of Charbone. These risks, uncertainties and assumptions include, but are not limited to, those described under ‘Risk Factors’ in the Corporation’s Filing Statement dated March 31, 2022, which is available on SEDAR at www.sedar.com; they could cause actual events or results to differ materially from those projected in any forward-looking statements.

Except as required under applicable securities legislation, Charbone undertakes no obligation to publicly update or revise forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release .

Copyright (c) 2025 TheNewswire – All rights reserved.

(TheNewswire)

Brossard, Quebec TheNewswire – le 31 octobre 2025 CORPORATION CHARBONE (TSXV: CH,OTC:CHHYF; OTCQB: CHHYF; FSE: K47) (« CHARBONE » ou la « Société »), un producteur et distributeur nord-américain spécialisé dans l’hydrogène propre Ultra Haute Pureté (« UHP ») et les gaz industriels stratégiques, a le plaisir d’annoncer qu’elle a retenu les services de la société de communication corporative américaine RB Milestone Group LLC (« RBMG ») pour ses relations aux investisseurs. Ces services comprennent le conseil en communications corporatives, l’organisation de tournée promotionnelle hors transaction, la veille concurrentielle et la mise en relation de partenaires commerciaux potentiels aux dirigeants de la Société. RBMG a été mandatée pour une durée initiale de six mois, à compter du 20 octobre 2025. Le montant total de la prestation, d’un montant de 59 500 USD, est payable en argent et facturé mensuellement. À l’issue de cette période, le contrat est reconduit automatiquement chaque mois jusqu’à sa résiliation. RBMG est une entité indépendante de la Société. La présente entente est soumise à l’approbation des autorités réglementaires compétentes.

Dave B. Gagnon, PDG de CHARBONE , a commenté : « Nous sommes ravis d’accueillir l’équipe de RBMG, un atout majeur pour notre stratégie de communication et de relations avec les investisseurs aux États-Unis et au Canada. Leur expertise reconnue des marchés financiers, leur visibilité corporative et leurs conseils stratégiques seront essentiels pour CHARBONE qui entame sa prochaine phase de croissance et d’expansion en Amérique du Nord. Cette collaboration renforce notre engagement en faveur de la transparence, du dialogue avec nos actionnaires et de la création de valeur à long terme . »

À propos de RB Milestone Group LLC

Fondée en 2009, RB Milestone Group LLC (« RBMG ») est une agence de communication américaine spécialisée dans le conseil en relations aux investisseurs. Elle possède des bureaux à New York et à Stamford (Connecticut). Son pôle de conseil américain propose des programmes de relations aux investisseurs sur mesure aux entreprises émergentes, qu’elles soient privées ou cotées sur les marchés NYSE, NASDAQ, OTCQB, OTCQX, TSX, TSXV, CSE, ASX et AIM. RBMG affine les stratégies de communication, analyse les données et conseille ses clients sur la manière de pénétrer de nouveaux marchés. Elle les aide à cibler et à nouer des relations avec des acteurs clés aux États-Unis et des acteurs stratégiques de leur secteur à l’échelle mondiale. Grâce aux techniques numériques, à l’intelligence artificielle (IA) et à l’apprentissage automatique, RBMG a développé des méthodes qui optimisent les initiatives traditionnelles de relations aux investisseurs de ses clients afin de maximiser leur retour sur investissement. RBMG collabore avec des clients issus de nombreux secteurs d’activité, notamment : le cannabis, les technologies propres, les biens de consommation, les cryptomonnaies, la fintech, la santé, les métaux et l’exploitation minière, les services professionnels, les énergies renouvelables et les technologies. Pour en savoir plus sur RBMG, veuillez consulter le site : www.rbmilestone.com .

Mise à jour des termes d’un règlement de dette par actions

CHARBONE annonce une mise à jour de son règlement de dette par actions, précédemment divulgué et daté du 14 août 2025. À la suite de discussions avec la Bourse de croissance TSX, notamment un examen des restrictions imposées aux opérations d’échange d’actions contre dettes dans le contexte des services de tenue de marché, la Société a révisé le montant total et le nombre d’actions à émettre dans le cadre du règlement. Selon les modalités révisées, CHARBONE réglera 30 000 $ du montant initial de 118 095 $ payable à un teneur de marché indépendant par l’émission d’actions ordinaires. La Société a négocié avec succès que le solde restant sera réduit de la valeur des actions au cours actuel du marché. À la clôture de l’opération, CHARBONE émettra 500 000 actions ordinaires. Le règlement fera l’objet d’une entente formelle et demeure assujetti à l’approbation finale de la Bourse de croissance TSX. Les actions ordinaires émises seront assujetties à la période de détention légale de quatre mois.

À propos de CORPORATION CHARBONE

CHARBONE est une entreprise intégrée spécialisée dans l’hydrogène propre Ultra Haute Pureté (UHP) et la distribution stratégique de gaz industriels en Amérique du Nord et en Asie-Pacifique. Elle développe un réseau modulaire de production d’hydrogène vert tout en s’associant à des partenaires de l’industrie pour offrir de l’hélium et d’autres gaz spécialisés sans avoir à construire de nouvelles usines coûteuses. Cette stratégie disciplinée diversifie les revenus, réduit les risques et augmente sa flexibilité. Le groupe Charbone est coté en bourse en Amérique du Nord et en Europe sur la bourse de croissance TSX (TSXV: CH,OTC:CHHYF) ; sur les marchés OTC (OTCQB: CHHYF) ; et à la Bourse de Francfort (FSE: K47) . Pour plus d’informations, visiter www.charbone.com .

Énoncés prospectifs

Le présent communiqué de presse contient des énoncés qui constituent de « l’information prospective » au sens des lois canadiennes sur les valeurs mobilières (« déclarations prospectives »). Ces déclarations prospectives sont souvent identifiées par des mots tels que « a l’intention », « anticipe », « s’attend à », « croit », « planifie », « probable », ou des mots similaires. Les déclarations prospectives reflètent les attentes, estimations ou projections respectives de la direction de Charbone concernant les résultats ou événements futurs, sur la base des opinions, hypothèses et estimations considérées comme raisonnables par la direction à la date à laquelle les déclarations sont faites. Bien que Charbone estime que les attentes exprimées dans les déclarations prospectives sont raisonnables, les déclarations prospectives comportent des risques et des incertitudes, et il ne faut pas se fier indûment aux déclarations prospectives, car des facteurs inconnus ou imprévisibles pourraient faire en sorte que les résultats réels soient sensiblement différents de ceux exprimés dans les déclarations prospectives. Des risques et des incertitudes liés aux activités de Charbone peuvent avoir une incidence sur les déclarations prospectives. Ces risques, incertitudes et hypothèses comprennent, sans s’y limiter, ceux décrits à la rubrique « Facteurs de risque » dans la déclaration de changement à l’inscription de la Société datée du 31 mars 2022, qui peut être consultée sur SEDAR à l’adresse www.sedar.com; ils pourraient faire en sorte que les événements ou les résultats réels diffèrent sensiblement de ceux prévus dans les déclarations prospectives.

Sauf si les lois sur les valeurs mobilières applicables l’exigent, Charbone ne s’engage pas à mettre à jour ni à réviser les déclarations prospectives.

Ni la Bourse de croissance TSX ni son fournisseur de services de réglementation (tel que ce terme est défini dans les politiques de la Bourse de croissance TSX) n’acceptent de responsabilité quant à la pertinence ou à l’exactitude du présent communiqué.

Pour contacter Corporation Charbone :

Copyright (c) 2025 TheNewswire – All rights reserved.

Falco Resources Ltd. (TSX.V: FPC) (‘ Falco ‘ or the ‘ Corporation ‘) is pleased to announce that the Corporation has entered into binding agreements (i) with OR Royalties Inc. (‘ OR Royalties ‘) in order to extend the maturity date of the Corporation’s existing convertible secured senior loan (the ‘ OR Royalties Loan ‘) from December 31, 2025, to December 31, 2026; and (ii) with Glencore Canada Corporation (‘ Glencore ‘) in order to extend the maturity date of the Corporation’s existing senior secured convertible debenture (the ‘ Glencore Debenture ‘) from December 31, 2025, to December 31, 2026.

Luc Lessard, President and Chief Executive Officer of the Corporation commented: ‘ The concurrent extensions of the Corporation’s senior debts demonstrate the strong relationship and long-standing support of OR Royalties and Glencore to Falco and the development of the Horne 5 Project. Such extensions provide the Corporation with additional flexibility to pursue the permitting and development of the Horne 5 Project.’

Amendments to the OR Royalties Loan

In consideration for the extension of the maturity date of the OR Royalties Loan, the OR Royalties Loan will also be amended effective as of December 31, 2025, in order for (i) the accrued interest on the existing OR Royalties Loan to be capitalized such that the principal amount of the amended OR Royalties Loan will be approximately $26,098,521, (ii) the conversion price to be maintained at $0.45 per Common Share, and (iii) the interest rate to be maintained at 9% (collectively, the ‘ OR Royalties Loan Amendments ‘). The 17,690,237 warrants of the Corporation currently held by OR Royalties (the ‘ Existing OR Royalties Warrants ‘), each exercisable for one Common Share at an exercise price of $0.58 per Common Share, will remain outstanding in accordance with their terms until their expiry on December 31, 2025. In consideration for the extension of the maturity date of the OR Royalties Loan, the Corporation will issue to OR Royalties, on December 31, 2025, 19,332,237 warrants (the ‘ New OR Royalties Warrants ‘), each exercisable at any time from and after January 1, 2026, for one common share of Falco (the ‘ Common Shares ‘) at an exercise price of $0.58 per Common Share and expiring on December 31, 2026.

Amendments to the Glencore Debenture

In consideration for the extension of the maturity date of the Glencore Debenture, the Glencore Debenture will also be amended effective as of December 31, 2025 (the ‘ Amended Glencore Debenture ‘) in order for (i) the accrued interest on the existing Glencore Debenture up to December 31, 2025, to be capitalized such that the principal amount of the amended Glencore Debenture will be approximately $15,433,754, (ii) the conversion price to be maintained at $0.37 per Common Share, and (iii) the interest rate to be maintained at 10% (collectively, the ‘ Glencore Debenture Amendments ‘). The 19,424,944 Common Share purchase warrants currently held by Glencore (the ‘ Existing Glencore Warrants ‘) will remain outstanding in accordance with their terms until their expiry on December 31, 2025. In consideration for the extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore, on December 31, 2025, 21,381,422 warrants (the ‘ New Glencore Warrants ‘), each exercisable at any time from and after January 1, 2026, at an exercise price of (i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per Common Share for the remaining 6,320,264 New Glencore Warrants, and expiring on December 31, 2026.

The OR Royalties Loan Amendments and the issuance of the New OR Royalties Warrants (the ‘ OR Royalties Transactions ‘) are considered ‘related party transactions’ under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (‘ Regulation 61-101 ‘). The OR Royalties Transactions are exempt from the requirements to obtain a formal valuation pursuant to section 5.5(b) of Regulation 61-101. However, Falco is required to obtain minority approval for the OR Royalties Transactions as none of the exemptions contained under Regulation 61-101 are currently available to the Corporation.

Closing of the OR Royalties Transactions is conditional upon (i) obtaining minority approval of the shareholders of the Corporation, excluding the Common Shares held by the directors and officers of OR Royalties, to be sought at the special meeting of shareholders of the Corporation to be held on December 15, 2025 (the ‘ Shareholders’ Meeting ‘), (ii) approval of the TSX Venture Exchange, and (iii) concurrent closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants on the terms described herein.

Closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants is conditional upon (i) approval of the TSX Venture Exchange, and (ii) concurrent closing of the OR Royalties Transactions on the terms described herein. Subject to satisfaction of such conditions, closing of the OR Royalties Loan Amendments and the Glencore Debenture Amendments, and closing of the OR Royalties Transactions is expected to occur concurrently on December 31, 2025. Additional information will be included in the management proxy circular to be filed at www.sedarplus.ca.

Prior to the transactions contemplated by this press release, OR Royalties held the OR Royalties Loan in the principal amount of $23,881,821, which is convertible into 53,070,713 Common Shares and also held 17,690,237 Existing OR Royalties Warrants, representing approximately 17.01% of the issued and outstanding Common Shares on a partially diluted basis assuming the conversion in full of the OR Royalties Loan and the exercise in full of the 17,690,237 Existing OR Royalties Warrants. Immediately following closing, on a partially diluted basis assuming the conversion in full of the OR Royalties Loan and the exercise in full of the New OR Royalties Warrants, OR Royalties would have beneficial ownership of, or control and direction over 77,328,950 Common Shares, representing approximately 18.30% of the Common Shares issued and outstanding.

About Falco

Falco is one of the largest mineral claim holders in the province of Québec, with an extensive portfolio of properties in the Abitibi-Témiscamingue greenstone belt. Falco holds rights to approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the camp as a whole and includes 13 former gold and base metal mining sites. Falco’s main asset is the Horne 5 project located beneath the former Horne mine, which was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco’s largest shareholder, with a 16% interest in the Corporation.

For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
info@falcores.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Statement on Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (together, ‘forward-looking statements’) within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as ‘plans’, ‘expects’, ‘seeks’, ‘may’, ‘should’, ‘could’, ‘will’, ‘budget’, ‘scheduled’, ‘estimates’, ‘forecasts’, ‘intends’, ‘anticipates’, ‘believes’, or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Without limiting the generality of the foregoing statements, the statements relating to the OR Royalties Loan Amendments, the Glencore Debenture Amendments, as well as the issuance of the New Glencore Warrants and New OR Royalties Warrants are forward-looking statements and will not be completed until approved by the TSX Venture Exchange and until appropriate shareholder approval is obtained with respect to OR Royalties Loan Amendments and the issuance of the OR Royalties Warrants. There is no assurance that the approval of the TSX Venture Exchange to such transactions will be obtained nor that shareholder approval with respect to OR Royalties Loan Amendments and the issuance of the OR Royalties Warrants will be obtained. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco’s annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.

The Heliostar Metals Ltd. (TSXV: HSTR,OTC:HSTXF) (OTCQX: HSTXF) (FSE: RGG1) (‘Heliostar’ or the ‘Company’) Annual General & Special Meeting (‘AGM’) is scheduled for November 26th, 2025. The Company’s Chairman, Jacques Vaillancourt and director Ken Booth will step down at the AGM, and Mr James Perry is proposed to succeed Mr. Vaillancourt as Chairman.

Heliostar’s Chairman, Jacques Vaillancourt, commented on his retirement from the board. ‘The Company has changed immensely from my initial involvement and investment. It has grown and evolved from a portfolio of prospective exploration assets in Alaska and Nevada to now producing gold from two mines in Mexico, La Colorada and San Agustin. That alone would be a significant corporate achievement, but these producing mines are complemented by a very exciting development portfolio of 100% owned projects, which include Ana Paula, Cerro del Gallo and San Antonio. All of this is evidence of the talent, competence and the day-in and day-out diligence of the management team, led by Charles Funk. I leave a Company operationally, financially and geologically stronger than ever and in very good hands.’

Charles Funk, President and & CEO, stated, ‘I wish to thank Jacques and Ken for their leadership and guidance as we have built Heliostar over the last five years. The Company has come a long way, and their contributions to this growth have been significant. As we continue to expand production towards our goal of 500,000 ounces of annual production by the end of this decade, we look forward to welcoming James Perry to the Company’s board as Heliostar’s proposed new Chairman.’

James Perry is proposed to succeed Mr. Vaillancourt as Chairman and will be put forward for approval by the shareholders at the upcoming AGM. Mr. Perry is currently President of Sweetwater Royalties, a base metals, industrial minerals and renewable energy royalty Company based in Denver, Colorado. Sweetwater, one of the largest landowners in the United States, is a privately held company established in 2020 by Orion Resource Partners. Mr. Perry has extensive mining and resources experience across Latin America, having previously served as Business Development Manager, as well as Corporate Counsel at Newcrest Mining, one of the world’s largest gold mining companies, headquartered in Australia. Newcrest was acquired for US$19 billion by Newmont Mining in 2023. Mr. Perry attended the London School of Economics, receiving an M.Sc. in History and International Relations, as well as earning a Bachelor of Laws from Bond University.

Heliostar Annual General & Special Meeting Voting Instructions

Heliostar’s Annual General & Special Meeting will be held on November 26, 2025, at 8:00 am PST. The shareholders as of the record date of October 10, 2025, will be entitled to vote and are encouraged to vote before the proxy voting deadline on November 24, 2025, at 8 am PST. Due to the Canada Post service disruption, paper documents may take longer to arrive; however, shareholders can still vote their shares with the following instructions.

How Registered Shareholders Can Vote: Registered shareholders are shareholders who hold their shares directly in the Company, and not through a brokerage account or depository company. Registered shareholders can call Computershare Shareholder Services at 1-800-564-6253 (Canada/US) or, for overseas holders, call the direct dial number 1-514-982-7555 (Monday to Friday, 8:30 am to 8:00 pm EST) to request their voting control numbers.

How Beneficial Shareholders Can Vote: Beneficial shareholders are shareholders who hold their investment through a brokerage house, depository company or other intermediary. There are two types of beneficial owners: (i) those who object to their identity being made known to the issuers of securities which they own (‘Objecting Beneficial Owners’ or ‘OBOs’), and (ii) those who do not object to their identity being made known to the issuers of securities which they own (‘Non-Objecting Beneficial Owners’ or ‘NOBOs’). The Company is sending meeting materials directly to NOBOs. NOBOs may submit their votes by completing the Voting Instruction Form (‘VIF’) available on the Company’s website and sending the completed VIF to Computershare by email at service@computershare.com. NOBOs can also contact Computershare at 1-800- 564-6253 to request their voting control numbers and instructions.

OBOs should contact their brokerage house or other intermediary and ask to obtain their voting control number and instructions to be able to vote on the Broadridge voting site www.proxyvote.com.

About Heliostar Metals Ltd.

Heliostar is a gold mining company with production from operating mines in Mexico. This includes the La Colorada Mine in Sonora and the San Agustin Mine in Durango. The Company also has a strong portfolio of development and exploration stage projects in Mexico and the USA. These include the Ana Paula project in Guerrero, the Cerro del Gallo project in Guanajuato, the San Antonio project in Baja Sur, all in Mexico and the Unga project in Alaska, USA.

For Additional Information, Please Contact:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain ‘Forward-Looking Statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995 and ‘forward-looking information’ under applicable Canadian securities laws. When used in this news release, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘target’, ‘plan’, ‘forecast’, ‘may’, ‘would’, ‘could’, ‘schedule’ and similar words or expressions, identify forward-looking statements or information. These forward-looking statements or information relate to, among other things, the Company’s annual production goals.

Forward-looking statements and forward-looking information relating to the terms and completion of the Facility, any future mineral production, liquidity, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the receipt of necessary approvals, price of metals; no escalation in the severity of public health crises or ongoing military conflicts; costs of exploration and development; the estimated costs of development of exploration projects; and the Company’s ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political, and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: precious metals price volatility; risks associated with the conduct of the Company’s mining activities in foreign jurisdictions; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; risks regarding exploration and mining activities; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of public health crises; the economic and financial implications of public health crises, ongoing military conflicts and general economic factors to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption ‘Risk Factors’ in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272637