ValOre Metals Completes Non-Brokered Convertible Debenture Financing

Recent Transaction Completion and Financing

• Future Fuels Inc. completed its acquisition of Hatchet Uranium Corp (HUC) on May 29, 2026, via a three-cornered amalgamation.
• ValOre Metals Corp., previously holding a 51% interest in HUC, will become a significant shareholder of Future Fuels Inc. as part of the transaction consideration.
• Approximately 15 million new shares were issued to former HUC shareholders; ValOre's stake is exchanged for Future Fuels securities.
• On May 28, 2026, ValOre completed a non-brokered convertible debenture financing raising CDN$2,000,000.
• The debentures are convertible at $0.12 per Unit (one share + half warrant) with an exercise price of $0.15 for warrants.
• Interest is 6% per annum; maturity is 18 months from issuance.
• Proceeds designated for Pedra Branca PGE Project exploration, potential acquisitions in Brazil, and working capital.

Insider Activity and Shareholder Structure

• Chairman Jim Paterson sold 18.71 million ValOre shares on May 25 to fund the purchase of up to $2 million in the convertible debentures.
• Paterson's ownership reduced from ~18.59% to 11.25%.
• The financing is classified as a related party transaction involving an officer and director.
• Consideration shares issued to HUC shareholders (including ValOre) are subject to escrow/resale restrictions up to 36 months.

Project Updates

• Pedra Branca PGE project in Brazil continues metallurgical testwork with University of Cape Town targeting Preliminary Economic Assessment (PEA) by end-2026.
• Recent leaching results showed ~73% Platinum and ~74% Palladium extraction from weathered material.

Transaction Significance

• The completion of the Hatchet Uranium acquisition was anticipated following conditional TSXV acceptance on May 19, 2026; therefore, it is not a surprise market-moving event.
• ValOre exiting its direct HUC interest in favor of Future Fuels equity diversifies asset exposure but does not provide immediate liquidity (cash) to the balance sheet.
• The exchange converts an illiquid minority stake in a uranium explorer into equity in another junior explorer, maintaining speculative risk profile rather than de-risking via cash proceeds.

Financing Impact

• The $2 million debenture financing provides essential working capital but at a conversion price ($0.12) significantly above the current market price ($0.09).
• This premium suggests insider confidence but creates immediate dilution pressure if converted, as holders will likely wait for share price appreciation to exercise warrants or convert debentures.
• Insider participation by Paterson reduces his equity stake in ValOre while increasing debt exposure (via debenture holding), aligning interests but reducing voting power concentration.

Strategic Alignment

• The deal reinforces the company's pivot from pure exploration toward a producer model, though the HUC exit removes uranium assets from direct control.
• Retaining Future Fuels shares adds indirect uranium exposure to the portfolio, which may correlate with broader commodity cycles unrelated to ValOre's core PGE thesis.

Core Business

• ValOre Metals Corp. focuses on developing precious metals projects in Brazil, specifically Platinum Group Elements (PGE) and Gold.
• Flagship Project: Pedra Branca PGE Project located in Ceará State, Brazil.
• Resource Estimate: 2.198 Moz 2PGE+Au inferred resource in 63.6 Mt grading 1.08 g/t (as of March 2026 presentation).

Development Status

• Pedra Branca: Inferred resource stage; Preliminary Economic Assessment (PEA) targeted for end-2026.
• Metallurgy: Bioleaching and caustic cracking pathways validated with ~73% Pt and 74% Pd recoveries from weathered material.
• Permitting: Final Exploration Reports approved by Brazil's National Mining Agency (ANM) for key claims; mining concession application phase underway.

Strategic Shift

• Company aims to transition from exploration-focused entity to integrated precious-metals producer.
• Recent acquisition of Hatchet Uranium Corp stake was divested in favor of Future Fuels equity, reducing direct uranium exposure but maintaining junior explorer portfolio diversification.