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

Executive Summary

• Selkirk Copper Mines (formerly Venerable Ventures Ltd.) completed a three‑cornered amalgamation to acquire 100 % of the Minto copper‑gold‑silver project, giving the Selkirk First Nation a controlling equity stake.
• The transaction was funded by $44.5 million raised through subscription receipts and common shares, plus issuance of 27,409,374 common shares and warrants (1,562,500 at $0.56) to SelkirkCo; securities are subject to hold periods until March 1 2026.
• Post‑closing, the company’s board was reconstituted, trading is set to resume on the TSX Venture Exchange under ticker “SCMI” on 4 Nov 2025, and a name change to Selkirk Copper Mines Inc. will occur once BC Registries reopen.

Key Details

• Transaction Structure – Amalgamation of 1560706 B.C. Ltd. (wholly owned subsidiary) with 1561250 B.C. Ltd. (SelkirkSubco), the affiliate of Selkirk First Nation that owns 843093 Yukon Inc., the owner of the Minto Project.
• Consideration to SelkirkCo – 27,409,374 common shares at a deemed $0.56 per share and warrants for 1,562,500 common shares at $0.56 exercise price (exercisable until 29 Oct 2028). Hold period on these securities ends 1 Mar 2026.
• Financing Summary – 79,266,853 subscription receipts + 1,785,715 common shares issued for ~US$44.5 million gross proceeds; each receipt convertible into one common share. Broker warrants (3,168,140) issued at $0.56 per share, exercisable for 24 months after escrow release.
• Escrow & Hold Periods – 38,180,518 common shares (including those issued to SelkirkCo) placed in a value‑security escrow with an 18‑month staged release schedule; all securities subject to TSXV hold until 1 Mar 2026.
• Board Reconstitution – New directors: M. Colin Joudrie, Robert McLeod, Ryan Weymark, Alexander Morrison, Stephen Mills, Greg Fekete.
• Stock Options Grant – 8,825,000 stock options granted to directors, officers, consultants and employees at $0.56 per share, ten‑year term, under the company’s stock option plan.
• Trading Resumption – Shares previously halted will resume trading on TSX Venture Exchange under ticker “SCMI” on 4 Nov 2025.
• Name Change Status – Legal name change to Selkirk Copper Mines Inc. delayed due to BC Registries’ Job Action; company will continue as “Venerable Ventures Ltd.” d/b/a “Selkirk Copper Mines” until the issue is resolved.
• Early Warning Disclosures – Post‑closing, SelkirkCo holds ~22.25 % of outstanding shares (common) and ~23.20 % on a partially diluted basis via warrants; Robert McLeod and Ryan Weymark’s holdings diluted to <10 %.

Notable Quotes

• M. Colin Joudrie, President & CEO: “Finalizing the acquisition… 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 meter drill program, Trade‑Off Studies and Feasibility Study… in support of a potential restart decision in early 2027.”