STAMPEDE METALS LIMITED - EARLY WARNING PRESS RELEASE
On July 11, 2025, Stampede acquired ownership of 15,000,000 Common shares in the capital of the Issuer (" Shares") representing approximately 32% of the issued and outstanding Shares on a non-diluted basis. These Shares were forming part of the 15,000,000 units of the Issuer (the " Units") issued to Stampede at a deemed price of $0.27 per Unit for a total deemed consideration of $4,050,000.00 pursuant to the terms and conditions of a share exchange agreement dated May 31, 2025 and as amended on July 7, 2025 (the " Share Exchange Agreement"). Pursuant to the Share Exchange Agreement and on July 11, 2025, the Issuer acquired all of the issued and outstanding shares in the capital of Stampede Metals Corporation, a private Nevada company, from Stampede (the " Acquisition").
Each Unit consists of one Share and 0.566666667 of a contingent value right (a " Contingent Value Right") for an aggregate of 8,500,000 Contingent Value Rights. Each whole Contingent Value Right shall automatically convert, for no further consideration from the holder, into one " Milestone Payment Share" of the Issuer if certain milestone conditions are met.
Prior to the Acquisition, Stampede did not own any Shares. Stampede does not have any plans or future intentions to acquire more Shares, other than as a result of the conversion of the Contingent Value Right.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the " Early Warning Report"). A copy of the Early Warning Report will appear with the Issuer's documents on the SEDAR+ website at https://www.sedarplus.ca/. A copy of the Early Warning Report may also be obtained by contacting the Issuer's head office located at 625 Howe St. Suite 1180, Vancouver, British Columbia, V6C 2T6 (phone: (778) 869-1741).
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