Muzhu Mining, To Be Renamed Grenville Mines Inc., Signs Definitive Option Agreement For The Everett Titanium Project In Quebec, And Announces Private Placement Financing

Executive Summary

• Muzhu Mining Ltd. entered into a definitive option agreement with Romaine River Titanium Inc. to earn up to a 75% interest in the Everett titanium property in Quebec.
• The company announced a non‑brokered private placement of up to $750,000 (Units at $0.06 and Flow‑Through Units at $0.08) to fund the option payments, working capital and exploration activities.
• Concurrently, Muzhu plans to rename itself Grenville Mines Inc., with a new ticker symbol and CUSIP/ISIN pending exchange approval.

Key Details

• Option Agreement – Phase 1 (50% earn‑in):
• Total consideration: 5,000,000 shares + $1,000,000 cash + $10,000,000 expenditures.

• Milestone schedule:

  • Upon Exchange approval/closing: 1,000,000 shares & $200k cash.
    – By Mar 1 2026: $250k cash.
    – By May 1 2026: $200k cash.
    – By Sep 30 2026: 1,000,000 shares, $200k cash, $1.25M expenditures.
    – By Sep 30 2027: 1,000,000 shares, $200k cash, $3.5M expenditures.
    – By Sep 30 2028: 1,000,000 shares, $100k cash.
    – By Sep 30 2029: 1,000,000 shares, $100k cash, $5M expenditures.

• Option Agreement – Phase 2 (additional 25% earn‑in):

• Earned upon completion of a positive feasibility study by Sep 30 2030.

• Results in Muzhu holding 75% interest; Romaine retains a carried interest (10%) and a working interest of 15% (or 40% if only Phase 1 is completed).

• Royalty & Advance Payments:

• Romaine entitled to a 3.5% gross royalty on production, with buy‑back rights for portions at $500k and $2.5M.

• Muzhu will pay annual advance royalties of $500,000 starting the earlier of Sep 30 2030 or JV formation until commercial production.

• Private Placement Offering:

• Up to $750,000 gross proceeds:
  • $500,000 in Units (1 common share + 1 warrant) at $0.06 per Unit.
  • $250,000 in Flow‑Through Units at $0.08 per FT Unit (each includes a flow‑through common share + 1 warrant).
• Warrants exercisable at $0.10 per share for up to 24 months post‑closing.
• Net proceeds from Units → initial option payment, working capital, general corporate purposes.

• Gross proceeds from FT Units → surface exploration, metallurgical testing, verification of historical work (qualified Canadian Exploration Expenditures).

• Closing Timeline & Conditions:

• Anticipated closing on or about Dec 19 2025, subject to regulatory approvals and CSE consent.

• Finder’s fees: cash equal to 8% of gross proceeds plus warrants up to 8% of securities sourced; all securities subject to a four‑month + one day hold period.

• Name Change:

• Company will change its name to “Grenville Mines Inc.” concurrent with the financing closing, pending exchange approval. New ticker and CUSIP/ISIN to be adopted.

• Qualified Person & Advisors:

• Technical information approved by Julien Davy, P.Geo., QP under NI 43‑101.
• Research Capital Corporation acted as financial advisor.

Notable Quotes

“The Everett Property represents a world‑class hard‑rock ilmenite deposit with significant strategic importance for critical mineral supply,” – Dwayne Yaretz, CEO, Muzhu Mining Ltd.