TORINO METALS (CANADA) CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH ARTRARI ONE CAPITAL CORP. AND CONCURRENT FINANCING

Executive Summary

• Torino Metals (Canada) Corp. entered a binding Letter of Intent with Artrari One Capital Corp. to complete a reverse‑takeover/three‑cornered amalgamation that will result in the listing of the combined entity on the TSX Venture Exchange as “Torino Metals Corp.”
• The transaction includes a concurrent private placement (the “Concurrent Offering”) of subscription receipts and units up to C$8 million at C$0.20 per unit, with proceeds earmarked for exploration, drilling, property payments and general corporate purposes.
• Upon closing, existing Torino Metals shareholders (excluding Concurrent Offering participants) will receive 60 million post‑consolidation shares of the Resulting Issuer, giving them roughly 88.2 % ownership; Artrari’s pre‑closing shareholders will hold about 11.8 %.

Key Details

• Transaction Structure
• Binding LOI dated November 2 2025 outlines a reverse‑takeover/three‑cornered amalgamation.
• Resulting Issuer to be listed on the TSXV under “Torino Metals Corp.”

• Governance: board and senior management of the Resulting Issuer will be reconstituted with Torino Metals nominees, subject to regulatory approvals.

• Concurrent Offering (Private Placement)

• Lead agents: Canaccord Genuity Corp. and Red Cloud Securities Inc.
• Units priced at C$0.20 each; each Unit = 1 common share + 1 warrant (exercise terms to be set before launch).
• Gross proceeds target: up to C$8 million.
• All securities will convert on a 1:1 basis into equivalent securities of the Resulting Issuer at closing.

• Use of net proceeds: fund exploration and drilling, property payments, and general corporate purposes.

• Share Adjustments & Consideration

• Artrari to consolidate its shares to 8 million post‑consolidation prior to closing.
• Torino Metals shareholders (excluding Concurrent Offering participants) receive 60 million Resulting Issuer shares on a pro‑rata basis, making Torino Metals a wholly‑owned subsidiary.

• Post‑closing ownership split: ~88.2 % Torino Metals shareholders, ~11.8 % Artrari pre‑closing shareholders.

• Regulatory & Closing Conditions

• Subject to TSXV acceptance, shareholder approvals (majority‑of‑minority where required), and other customary conditions (definitive agreement execution, disclosure filing, escrow compliance, no material adverse change, etc.).

• Trading of Artrari shares halted pending fulfillment of TSXV requirements/completion of the transaction.

• Securities Offering Mechanics

• Offered privately across Canada (except Québec) under prospectus exemptions; also available to U.S. persons via U.S. securities law exemptions and internationally on a private‑placement basis.
• Four‑month hold period applicable in Canada.

Notable Quotes

(No direct quotes were provided in the release.)