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Combined company is well-capitalized with an exceptional management team and portfolio of gold assets in the Eeyou Istchee James Bay region

Sirios Resources Inc. (TSXV: SOI,OTC:SIREF) (OTCQB: SIREF) (‘Sirios’) and OVI Mining Corp. (‘OVI’) are pleased to announce the completion of their previously announced business combination by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the ‘Transaction’). Under the Transaction, Sirios acquired all of the common shares of OVI (each, an ‘OVI Share’) outstanding immediately prior to the effective time of the Transaction, which resulted in OVI becoming a wholly-owned subsidiary of Sirios.

Following completion of the Transaction, each former holder of OVI Shares is entitled to receive 2.34 common shares of Sirios (each, a ‘Sirios Share‘) in exchange for each common share of OVI held immediately prior to the effective time of the Transaction.

Concurrent with the completion of the Transaction, Jean-Félix Lepage has been appointed Chief Executive Officer of Sirios, replacing Sirios founder, Dominique Doucet, who will transition to Executive Chairman and Head of Exploration. In addition, Sean Roosen and Laurence Farmer have joined the board of directors of Sirios (the ‘Board‘), adding deep Québec mining and capital markets expertise to the Sirios team.

Mr. Lepage has over 15 years of experience in mining and managing operations, projects, and development activities. Prior to becoming CEO of OVI, he was Vice-President of Projects at O3 Mining Inc., where he led the Marban Project though the study and development process. His past experience also includes several different operational roles at Newmont Corporation, including managing the underground operations at the Eleonore Mine. Mr. Lepage obtained his Bachelor of Mining Engineering from Université Laval and holds a college technical degree in mineral processing from CEGEP de Thetford.

Jean-Félix Lepage, incoming CEO of Sirios, stated: ‘I am honoured to lead Sirios Resources as we enter this exciting new chapter. The combination of Sirios and OVI creates a stronger, well-capitalized company with an exceptional portfolio of gold assets in the Eeyou Istchee James Bay region. I look forward to working with our talented team and newly strengthened board to advance our exploration and development programs and deliver value for our shareholders.’

Dominique Doucet, former CEO of Sirios, stated: ‘After founding and leading Sirios for many years, I am proud to see the company take this significant step forward. This transaction brings together two complementary teams and asset portfolios, strengthening our position in the James Bay gold camp. In my new role as Executive Chairman and Head of Exploration, I remain deeply committed to Sirios and look forward to focusing my efforts on advancing our exploration programs and supporting Jean-Félix and the team in building on the foundation we have established.’

Board of Directors

The Board is led by Executive Chairman Dominique Doucet, and now includes Sean Roosen and Laurence Farmer, as well as Robert Ménard, Colinda Parent and Guy Le Bel. Luc Cloutier has resigned from the Board. Sirios would like to express its sincere gratitude for his years of service.

Dominique Doucet, former CEO of Sirios, stated: ‘On behalf of the Board, I would like to recognize and express my profound gratitude for Luc’s unwavering commitment and dedication to Sirios since its founding in 1994. Luc’s contributions have left an lasting mark on Sirios, and his legacy will continue to shape our path forward. On behalf of the entire Sirios team, we extend our heartfelt appreciation and wish him every success in his future endeavours.’

Mr. Roosen is the founder and Executive Chairman of Osisko Development Corp., and former CEO of OR Royalties Inc. As founder, President, Chief Executive Officer, and Director of Osisko Mining Corporation, Mr. Roosen was responsible for developing the strategic plan for the discovery, financing, and development of the Canadian Malartic mine. Recognized as one of the ‘Top 20 Most Influential Individuals in Global Mining,’ in 2017, he brings unmatched industry vision and strategic leadership.

Mr. Farmer is the General Counsel and VP Strategic Development of Osisko Development Corp. and the Chief Executive Officer of Electric Elements Mining Corp., prior to which he was Senior Counsel of OR Royalties Inc. Prior to joining the Osisko Group, Mr. Farmer worked in investment banking at RBC Capital Markets in London and, before that, practiced as a corporate lawyer with Norton Rose Fulbright LLP in London, England and Montréal, Canada, and brings strong transactional expertise and strategic insight into global resource development.

Information for Former OVI Shareholders

To receive the Sirios Shares to which they are entitled under the Transaction, former registered shareholders of OVI must complete, sign, date and return the letter of transmittal mailed to each OVI shareholder prior to closing. The letter of transmittal is also available on SEDAR+ (www.sedarplus.ca) under OVI’s issuer profile. Former shareholders whose OVI Shares are registered in the name of a broker, investment dealer, bank, trust company or other intermediary should contact that intermediary for assistance in depositing their OVI Shares and follow its instructions.

The Transaction was unanimously approved by shareholders of OVI at a special meeting held on February 18, 2026 (the ‘Meeting‘). Further information about the Transaction is set forth in the joint news release of Sirios and OVI dated December 11, 2025 and the management information circular prepared by OVI in respect of the Meeting which was mailed to shareholders of OVI and filed on SEDAR+ (www.sedarplus.ca) under OVI’s issuer profile.

OVI has applied to cease to be a reporting issuer under applicable Canadian securities laws.

Pursuant to the Transaction, Sirios will issue an aggregate of 131,905,594 Sirios Shares. All 1,866,000 options to purchase OVI Shares outstanding immediately prior to the effective time of the Transaction, whether or not vested, were exchanged for 4,366,440 options to acquire Sirios Shares, with an exercise price equal to approximately $0.05641 per Sirios Share, subject to rounding on the exercise thereof in accordance with the plan of arrangement and which expire on November 1, 2030.

OVI owns a portfolio of properties located in the James Bay region of Québec, including a 100% interest in the Corvet Est and PLEX gold projects. Certain of OVI’s properties are subject to royalties and contingent cash payments, which have been assumed indirectly by Sirios as a result of the Transaction.

Early Warning Disclosure

Prior to the completion of the Transaction, Sirios held no OVI Shares. Following the completion of the Transaction, Sirios holds all of the issued and outstanding OVI Shares. An early warning report will be filed by Sirios on SEDAR+ (www.sedarplus.ca) under OVI’s issuer profile in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact the CEO of Sirios 438-454-5636 or info@sirios.com. Sirios’s head office is located at 1400 Marie-Victorin, Bureau 210, Saint-Bruno-de-Montarville, Québec, J3V 6B9.

Advisors and Counsel

Bennett Jones LLP acted as legal counsel to OVI in connection with the Transaction. Mills Dunlop Capital Partners acted as financial advisor to OVI.

Stein Monast LLP acted as legal counsel to Sirios in connection with the Transaction.

About Sirios Resources Inc.

Sirios Resources Inc. (TSXV: SOI,OTC:SIREF) (OTCQB: SIREF) (www.sirios.com) is a Québec-based mineral exploration company focused on developing its portfolio of high-potential gold properties in the Eeyou Istchee James Bay region of Canada.

Cautionary Note Regarding Forward-Looking Information

This news release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as ‘expects’, or ‘does not expect’, ‘is expected’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budget’, ‘scheduled’, ‘forecasts’, ‘estimates’, ‘believes’ or ‘intends’ or variations of such words and phrases or stating that certain actions, events or results ‘may’ or ‘could’, ‘would’, ‘might’ or ‘will’ be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, statements regarding: the anticipated benefits of the Transaction, including potential synergies resulting from combining Sirios and OVI and the creation of a stronger, well-capitalized company; the enhanced portfolio of gold assets in the Eeyou Istchee James Bay region; the expected advancement of exploration and development programs; the ability to deliver value for shareholders; future exploration results and the potential for resource growth; the expectations for the combined entity’s board, management team and operations; the roles and responsibilities of management, including those of Mr. Lepage, Mr. Doucet, Mr. Roosen and Mr. Farmer; the filing of an early warning report and the ceasing of OVI’s status as a reporting issuer; and any other statements that are not historical facts.

Forward-looking statements are based on certain assumptions and analyses made by Sirios and OVI in light of the experience and perception of historical trends, current conditions, and expected future developments, and other factors they believe are appropriate. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.

Risks and uncertainties that may cause such differences include, but are not limited to: fluctuations in the price of gold and other commodities; general economic, market and business conditions; the inherent risks associated with mineral exploration, development and mining operations; risks relating to the integration of Sirios and OVI and the realization of anticipated benefits from the Transaction; the volatility of the capital markets and market conditions in general; changes in national and local government legislation, taxation, controls and regulations; environmental risks and hazards; the speculative nature of mineral exploration; risks associated with obtaining and maintaining necessary licences, permits and authorizations and complying with permitting requirements; title matters; community and Indigenous relations; uncertainty in the estimation of mineral resources; competition for, among other things, capital, undeveloped lands and skilled personnel; risks relating to insufficient funding and the requirement for additional capital; risks relating to climate change and extreme weather events; the reliance on key personnel; the potential for conflicts of interest among certain officers and directors; and the other risks described in the continuous disclosure documents of Sirios filed with the Canadian securities regulatory authorities available on SEDAR+ at www.sedarplus.ca.

Sirios and OVI believe that the expectations reflected in forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. As such, readers should not place undue reliance on the forward-looking statements and information contained in this news release. These forward-looking statements are made as of the date of this news release and, except as required under applicable securities legislation, Sirios and OVI assume no obligation to update or revise them to reflect new events or circumstances.

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 release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285631

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Rua Gold INC. (TSX: RUA,OTC:NZAUF) (NZ: RGI) (OTCQX: NZAUF) (‘Rua Gold’ or the ‘Company’) is pleased to announce that that its common shares have begun trading today on the OTCQX® Best Market under the symbol ‘NZAUF’. U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

Robert Eckford, CEO of Rua Gold, commented: ‘The graduation to the OTCQX Best Market is a natural progression aligned with the Company’s growth. This milestone coincides with the launch of an expanded exploration program at our gold-antimony project in the Reefton Goldfield on the South Island of New Zealand. This advancement enhances our visibility among U.S. investors, improves liquidity, and underscores our commitment to creating long-term shareholder value as we execute our 2026 growth plan.’

Upgrading to the OTCQX Best Market is an important step for companies seeking to provide transparent trading for their U.S. investors. For companies listed on a qualified international exchange, streamlined market standards enable them to utilize their home market reporting to make their information available in the U.S. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance and demonstrate compliance with applicable securities laws.

Along with trading on OTCQX, common shares of Rua Gold will continue to trade on the TSX and NZX.

About Rua Gold

Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, their team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is focused on maximizing the asset potential of Rua Gold’s two highly prospective high-grade gold projects.

The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand’s South Island with over 120,000 hectares of tenements, in a district that historically produced over 2Moz of gold grading between 9 and 50g/t.

The Company’s Glamorgan Project solidifies Rua Gold’s position as a leading high-grade gold explorer on New Zealand’s North Island. This highly prospective project is located within the North Island’s Hauraki district, a region that has produced an impressive 15Moz of gold and 60Moz of silver. Glamorgan is adjacent to OceanaGold Corporation’s biggest gold mining project, Wharekirauponga.

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

Forward-Looking Information

This news release includes certain statements that may be deemed ‘forward-looking statements’. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words ‘expects’, ‘plans’, ‘anticipates’, ‘believes’, ‘intends’, ‘estimates’, ‘projects’, ‘potential’ and similar expressions, or that events or conditions ‘will’, ‘would’, ‘may’, ‘could’ or ‘should’ occur and specifically include statements regarding: the Company’s strategies, expectations, planned operations or future actions including but not limited to exploration programs at its New Zealand properties and the graduation to the OTCQX. Although the Company 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 may differ materially from those in the forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. A variety of inherent risks, uncertainties and factors, many of which are beyond the Company’s control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include: general business, economic, competitive, political and social uncertainties; risks related to the effects of the Russia-Ukraine war; risks related to climate change; operational risks in exploration, delays or changes in plans with respect to exploration projects or capital expenditures; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs and other costs and expenses or equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, flooding or unfavorable operating conditions and losses, insurrection or war, delays in obtaining governmental approvals or financing, and commodity prices. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements and reference should also be made to the Company’s documents filed under its SEDAR+ profile at www.sedarplus.ca for a description of additional risk factors.

Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285548

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(TheNewswire)

Toronto, Ontario TheNewswire – February 27, 2026 Juggernaut Exploration Ltd. (TSX-V: JUGR) (OTCPK: JUGRF) (FSE:4JE) (the ‘Company’ or ‘Juggernaut’) is pleased to announce that it has entered into an agreement with Stifel Canada (the ‘Underwriter’) to act as sole bookrunner and underwriter in connection with a ‘bought deal’ private placement offering by the Company of 3,906,250 units of the Company (the ‘Units’) at an issue price of

$2.56 per Unit (the ‘Offering Price‘), for aggregate gross proceeds of $10,000,000 (the ‘Offering‘). Each Unit will be comprised of one common share (a ‘FT Share‘), and one-half of one common share purchase warrant (each whole warrant, a ‘Warrant‘). Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at an exercise price of $2.08, for a period of 24 months following the Closing Date (as defined below). The FT Shares and Warrants are intended to qualify as ‘flow-through shares’ as defined in subsection 66(15) of the Income Tax Act (Canada) (the ‘Tax Act‘).

 

The Company has granted the Underwriter an option to sell such number of additional Units as is equal to 15% of the number of Units sold under the Offering at the Issue Price (the ‘Underwriter’s Option‘). The Underwriter’s Option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing date of the Offering (the ‘Closing Date‘).

 

The Offering is expected to close on or about March 19, 2026, and is subject to certain conditions including the receipt of all necessary approvals such as the approval of the TSX Venture Exchange (the ‘Exchange‘).

The gross proceeds from the Units will be used to incur exploration expenses that qualify as ‘Canadian exploration expenses’ as defined in subsection 66.1(6) of the Tax Act, ‘flow-through critical mineral mining expenditures’ as defined in subsection 127(9) of the Tax Act for purposes of the mineral exploration tax credit, and for individual subscribers of Units that are resident in British Columbia, ‘BC flow-through mining expenditures’ as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) (the ‘Qualifying Expenditures‘) on the Company’s flagship Big One Gold Project, located in British Columbia, Canada. Such expenses will be incurred on or before December 31, 2027, and renounced to the subscribers with an effective date no later than December 31, 2026.

 

In connection with the Offering, certain purchasers of Units intend to subsequently (i) donate some or all of such Units to registered charities, who may sell such Units to purchasers arranged by the Underwriter, and/or (ii) sell some or all of such Units to purchasers arranged by the Underwriter, in each case on the Closing Date (such Units described in (i) and (ii), being the ‘Re-Offer Units‘). Sales of Re-Offer Units may be made to purchasers located in (i) each of the provinces of Canada, other than Quebec, pursuant to the Listed Issuer Financing Exemption (as defined below), (ii) the United States pursuant to available exemptions from the registration requirements of applicable United States securities laws, and (iii) such other jurisdictions provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions

 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (‘NI 45-106‘), the Units will be offered for sale to purchasers resident in Canada

and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the ‘Listed Issuer Financing Exemption‘). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities underlying the Units issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the Offering that can be accessed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at juggernautexploration.com. Prospective investors should read the offering document before making an investment decision.

 

In consideration for the services provided to the Company in connection with the Offering, the Underwriter will be entitled to receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (the ‘Cash Commission‘) and such number of broker warrants (‘Broker Warrants‘) as is equal to 6.0% of the number of Units sold under the Offering (including the Underwriter’s Option). Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at a price of C$1.81 for a period of 24 months following the closing date of the Offering. For the avoidance of doubt, the Cash Commission will be paid from the Company’s cash on hand and not from the gross proceeds received by the Company under the Offering.

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘1933 Act‘) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

 

Juggernaut Attending The PDAC

To learn more about Juggernaut’s exciting new Big One discovery, we would like to cordially invite you to visit us at the PDAC, where our entire technical team will be in attendance at booth # 3232, Investors Exchange South Building, Sunday, March 1st, until Wednesday, March 4th, adjacent to our sister company, Goliath Resources. The PDAC is held at the Metro Toronto Convention Centre at 255 Front Street West, Toronto.

PDAC provides a unique venue at the world’s premier mining convention for Juggernaut to showcase its exciting new discovery at the Big One Property located in the Golden Triangle of B.C. The latest discoveries from around the world are featured along with maps, charts, and technical information.

 

About Juggernaut Exploration Ltd.

 

Juggernaut Exploration Ltd. is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia. Its projects are located in globally recognized geological settings and in geopolitically stable jurisdictions, making them amenable to mining in Canada. Juggernaut is a member and active supporter of CASERM, a collaborative venture between the Colorado School of Mines and Virginia Tech. Juggernaut’s key strategic cornerstone shareholder is Crescat Capital.

For more information, please contact:

Juggernaut Exploration Ltd.

Dan Stuart

Chief Executive Director, Director Tel: +(604) 559-8028

www.juggernautexploration.com

This press release contains statements that constitute ‘forward-looking information’ (‘forward-looking information‘) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as ‘expects’, or ‘does not expect’, ‘is expected’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budget’, ‘scheduled’, ‘forecasts’, ‘estimates’, ‘believes’ or ‘intends’ or variations of such words and phrases or stating that certain actions, events or results ‘may’ or ‘could’, ‘would’, ‘might’ or ‘will’ be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this news release include statements regarding the Offering (including the completion of the Offering on the terms and timeline as announced or at all, the tax treatment of the securities comprising the Units, the timing to incur and renounce all Qualifying Expenditures in favour of the subscribers, and the use of proceeds of the Offering), and the Company’s ability to obtain all regulatory approvals, including the approval of the Exchange. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include but are not limited to: compliance with extensive government regulations; domestic and foreign laws and regulations adversely affecting the Company’s business and results of operations; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

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 release.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Copyright (c) 2026 TheNewswire – All rights reserved.

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OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today announced Rua Gold INC. (TSX: RUA,OTC:NZAUF; OTCQX: NZAUF), an exploration company, has qualified to trade on the OTCQX® Best Market. Rua Gold INC. upgraded to OTCQX from the OTCQB® Venture Market.

Rua Gold INC. begins trading today on OTCQX under the symbol ‘NZAUF.’ U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

The OTCQX Market is designed for established, investor-focused U.S. and international companies. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws. Graduating to the OTCQX Market marks an important milestone for companies, enabling them to demonstrate their qualifications and build visibility among U.S. investors.

About Rua Gold INC.
Rua Gold is an exploration company, strategically focused on New Zealand. With decades of expertise, our team has successfully taken major discoveries into producing world-class mines across multiple continents. The team is now focused on maximizing the asset potential of Rua Gold’s two highly prospective high-grade gold projects. The Company controls the Reefton Gold District as the dominant landholder in the Reefton Goldfield on New Zealand’s South Island with over 120,000 hectares of tenements, in a district that historically produced over 2Moz of gold grading between 9 and 50g/t. The Company’s Glamorgan Project solidifies Rua Gold’s position as a leading high-grade gold explorer on New Zealand’s North Island. This highly prospective project is located within the North Islands’ Hauraki district, a region that has produced an impressive 15Moz of gold and 60Moz of silver. Glamorgan is adjacent to OceanaGold Corporation’s biggest gold mining project, Wharekirauponga.

About OTC Markets Group Inc.
OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our public markets: OTCQX® Best Market, OTCQB® Venture Market, OTCID Basic Market and Pink Limited Market. Our OTC Link® Alternative Trading Systems (ATSs) provide critical market infrastructure that broker-dealers rely on to facilitate trading. Our innovative model offers companies more efficient access to the U.S. financial markets.

OTC Link ATS, OTC Link ECN, OTC Link NQB, and MOON ATS are each SEC regulated ATS, operated by OTC Link LLC, a FINRA and SEC registered broker-dealer, member SIPC. To learn more about how we create better informed and more efficient markets, visit www.otcmarkets.com.

Media Contact:
OTC Markets Group Inc., +1 (212) 896-4428, media@otcmarkets.com

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Perth, Australia (ABN Newswire) – Basin Energy Limited (ASX:BSN) (OTCMKTS:BSNEF) announced that it has now executed a Mineral Rights Purchase and Sale Agreement (‘MRPSA’) with Green Canada Corporation Inc (‘GCC’), a 54% owned subsidiary of PTX Metals Inc. (TSXV: PTX) (‘PTX’) to sell the Marshall Uranium Project (‘Marshall’), located in Saskatchewan, Canada. This follows the binding letter of intent, as announced on the 24th November 2025.

Key Highlights

– Mineral Rights Purchase and Sale Agreement executed, advancing Basin’s sale of 100% of the Marshall Uranium Project to Green Canada Corporation Inc (‘GCC’).

– GCC progressing toward public listing on Canadian Stock Exchange, in conjunction with a reverse takeover of Maackk Capital Corp.

– Basin will receive consideration of up to:

o C$600,000 payable in cash in four equal annual instalments;

o C$300,000 payable in shares over three equal annual instalments; and

o 9.99% of the total issued capital of the newly listed entity.

– Basin retains strong upside optionality, including a 25% project level buyback option and threeyear Right of first refusal (ROFR) on any future sale.

– Basin and CanAlaska Uranium Ltd (CVE:CVV) (‘CanAlaska’) have also granted GCC a 9-month exclusivity for the North Millennium Project.

The transaction is now conditional primarily on the proposed Reverse Takeover (‘RTO’) by GCC of Maackk Capital Corp (‘MAACKK’) and concurrent minimum C$2.5 million financing and admission to the Canadian Securities Exchange (‘CSE’) or such other stock exchange as may be mutually agreed upon by the parties.

In addition to the Marshall agreement, Basin and CanAlaska have agreed to grant GCC a 9-month exclusivity right to conduct due diligence and, if satisfactory, negotiate the terms of an earn-in option to acquire up to a 51% interest in the North Millennium joint venture project of CanAlaska and BSN.

Managing Director, Pete Moorhouse commented:

‘The execution of the definitive agreement marks a key milestone in unlocking value from the Marshall Uranium Project, while maintaining meaningful upside exposure for Basin shareholders.

With GCC progressing toward its public listing and associated financing, we are pleased to see a clear pathway toward funded exploration and drill testing at Marshall in the near term. Importantly, Basin retains leverage and upside through our equity interest, buyback option and right of first refusal, ensuring continued alignment with the project’s success.’

Terms of the Deal

In consideration, GCC has agreed to the following payments to Basin:

– C$600,000 payable in cash in four equal annual instalments, with the first payment due on closing of the transaction;

– C$300,000 payable in shares, issuable in three equal annual instalments based on the 5-day Volume-Weighted Average Price on the business day immediately preceding the date of issuance; and

– 9.99% of the total issued and outstanding resulting issuer shares on a non-diluted basis after giving effect to the concurrent financing at the time of closing of the proposed RTO, subject to 12-month escrow.

Basin will receive an additional 400,000 shares in the resulting issuer upon closing of the RTO in return for granting the 9-month exclusivity right in the North Millennium joint venture.

Basin will have a right of first refusal on any sale of the Marshall Project by GCC for a period of three years following the closing date of the transaction. In addition, Basin will retain a repurchase right to acquire from GCC a 25% interest in the Marshall Project for C$1,000,000 for a period commencing on the closing date and ending on the earlier of: the date that is five years from the closing date or the date on which GCC has incurred total exploration expenditures of C$10,000,000 on the Marshall Project.

Pursuant to the terms of the MRPSA, GCC is required to fund exploration expenditures for an initial work program on the Marshall Project to be carried out within twenty-four months from the closing. The Initial Work Program will have a budget in an amount that is the greater of C$1,500,000, and the minimum amount required to maintain the mineral claims comprising the Marshall Project in good standing under applicable governmental regulations.

Basin will also have the right to nominate one director to the board of the resulting issuer.

GCC will retain the right to withdraw from the transaction at any time after the closing of the transaction, in which case the project will return to Basin and no further payments will be required.

The Company has considered the application of ASX Listing Rule 11.4(a) and considers it does not apply.

About Green Canada Corporation

GCC is a 54% owned subsidiary of PTX Metals Inc. (CVE:PTX) and a uranium exploration company with a portfolio of projects located in Thelon Basin, Nunavut, the Athabasca Basin, Saskatchewan and Quebec. Concurrent to the LOI to acquire Basin’s Marshall project, GCC announced that it has entered into a binding letter of intent with MAACKK pursuant to which GCC and MAACKK intend to complete a transaction that would result in a reverse take-over of MAACKK by the shareholders of GCC (the ‘Proposed RTO’). Closing of the Proposed RTO will be subject to, among other things, requisite regulatory approval for the listing of the resulting issuer of the Proposed RTO (the ‘Resulting Issuer’) on the Canadian Securities Exchange or such other stock exchange as may be mutually agreed upon by the parties, along with completion of concurrent financing and execution of the definitive agreements in respect of the acquisition of the Marshall project.

Upon completion of the Proposed RTO, the current directors and officers of MAACKK will resign and it is anticipated that the board of directors of the Resulting Issuer will be reconstituted to consist of Richard J. Mazur, Greg Ferron, Olivier Crottaz and a representative from the Basin.

About the Marshall and North Millennium Projects

The Marshall project is 100% owned by Basin, and the North Millennium Project is under joint venture agreement on a 40:60 basis with CanAlaska.

The Marshall and North Millennium projects are located less than 11 km from Cameco Corporation’s Millennium deposit (104.8Mlb at 3.8% U3O8) and around 40 km from the prolific McArthur River uranium mine, one of the world’s highest-grade uranium operations, refer to Figure 1*. Both projects are deemed prospective for unconformity style uranium exploration.

In 2024, ground electromagnetics (‘EM’) at Marshall identified three main targets which confirms the geological and exploration model. Of note is Target 1, refer to Figure 2*, where modelled EM plates below the unconformity align with a sandstone Z-Tipper Axis Electromagnetic (‘ZTEM’) anomaly, which is interpreted to be alteration within sandstone. The identification of these targets is encouraging and consistent with regional trends in the southeastern Athabasca and provides increased confidence in drill hole targeting.

*To view tables and figures, please visit:
https://abnnewswire.net/lnk/R3LUUKE8

About Basin Energy Ltd:

Basin Energy Ltd (ASX:BSN) (OTCMKTS:BSNEF) is a green energy metals exploration and development company with an interest in three highly prospective projects positioned in the southeast corner and margins of the world-renowned Athabasca Basin in Canada and has recently acquired a significant portfolio of Green Energy Metals exploration assets located in Scandinavia.

Source:
Basin Energy Ltd

Contact:
Pete Moorhouse
Managing Director
pete.m@basinenergy.com.au
+61 7 3667 7449

Chloe Hayes
Investor and Media Relations
chloe@janemorganmanagement.com.au
+61 458619317

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