Selkirk Copper Announces Completion of Acquisition of Minto Copper-Gold-Silver Mine & Resumption of Trading

Executive Summary

• Selkirk Copper Mines completed the acquisition of a 100% interest in the former Minto copper‑gold‑silver mine in Yukon, forming a three‑cornered amalgamation with Selkirk First Nation entities.
• The transaction was funded through $44.5 million of subscription receipts and common shares, plus warrants issued to SelkirkCo (27,409,374 shares @ $0.56 and 1,562,500 warrants @ $0.56).
• Trading of the company’s common shares is slated to resume on the TSX Venture Exchange under ticker “SCMI” on Nov 4 2025; a name change to Selkirk Copper Mines Inc. will follow once BC Registries reopen.

Key Details

• Transaction Structure – A three‑cornered amalgamation:
• 1560706 B.C. Ltd. (new wholly owned subsidiary) merged with 1561250 B.C. Ltd. (“SelkirkSubco”), the Selkirk First Nation affiliate that owns 843093 Yukon Inc., which holds the Project.
• Consideration to SelkirkCo – Issuance of:
• 27,409,374 common shares at a deemed $0.56 per share.
• Warrants for 1,562,500 common shares exercisable at $0.56 per share (expires Oct 29 2028).
• Hold & Escrow Restrictions – All securities issued to SelkirkCo are subject to a hold period until Mar 1 2026 and TSX‑V escrow rules.
• Financing Related to the Transaction – Concurrent issuance of:
• 79,266,853 subscription receipts (each convertible into one common share).
• 1,785,715 additional common shares.
• Gross proceeds ≈ $44.5 million.
• Broker warrants: 3,168,140 units granting the right to purchase one common share at $0.56 for up to 24 months after escrow release.
• Escrow Arrangement – 38,180,518 common shares (including those issued to SelkirkCo) placed in a value‑security escrow with an 18‑month staged release schedule per TSX‑V rules.
• Stock Options Grant – 8,825,000 options granted to directors/officers/consultants/employees at $0.56 exercise price; ten‑year term.
• Board Reconstitution – New board members: M. Colin Joudrie (President & CEO), Robert McLeod, Ryan Weymark, Alexander Morrison, Stephen Mills, Greg Fekete.
• Trading Resumption – Shares to resume trading on TSX‑V under ticker SCMI on Nov 4 2025 after prior halt.
• Name Change Delay – Legal name change to “Selkirk Copper Mines Inc.” postponed due to BC Registries’ Job Action; company will continue using “Venerable Ventures Ltd. d/b/a Selkirk Copper Mines” until the issue resolves.
• Early Warning Disclosures – Post‑closing ownership percentages:
• SelkirkCo holds ~22.25 % of outstanding shares (common) and ~23.20 % on a partially diluted basis via warrants.
• Robert McLeod’s stake reduced to ~2.06 %; Ryan Weymark’s to ~1.66 %.

Notable Quotes

• M. Colin Joudrie, President & CEO: “Finalizing the acquisition of the former Minto copper‑gold‑silver mine … is a significant milestone… Successful completion of $44.5 million sub‑receipt offerings set the company up well to proceed with our plans to complete a 50,000 m drill program, Trade‑Off Studies and Feasibility Study… in support of a potential restart decision in early 2027.”