ValOre Metals Completes Non-Brokered Convertible Debenture Financing

• ValOre Metals Corp. completed a non-brokered private placement of convertible unsecured debentures raising CDN$2,000,000 on May 28, 2026.
• The offering was subscribed to solely by an officer and director (related party transaction), funded via the sale of existing shares by James Paterson on May 26, 2026.
• Debentures convert into Units at $0.12 per Unit after six months; each Unit includes one share and half a warrant.
• Warrants have an exercise price of CDN$0.15 for 36 months from issuance.
• Interest is 6% per annum, payable semi-annually or convertible to units.
• Proceeds designated for Pedra Branca PGE project exploration, potential acquisitions in Brazil, and working capital.
• A material financing trigger exists: if a $5M+ equity financing occurs within six months at >$0.12, debentures convert automatically at adjusted price.
• Concurrently, the sale of 51% interest in Hatchet Uranium Corp to Future Fuels Inc. received conditional TSXV acceptance with closing expected by May 31, 2026.

• Cash Position Improvement: The financing increases liquidity from the C$0.8M reported in March 2026 to approximately C$2.8M (gross proceeds), extending operational runway through late 2026. This is critical for meeting the Preliminary Economic Assessment (PEA) target of end-2026.
• Dilution Risk: The conversion price ($0.12) and warrant exercise price ($0.15) are above the current trading price ($0.09). While this avoids immediate dilution, it creates a ceiling for upside until the stock trades sustainably above $0.12 to trigger conversion or warrant exercise.
• Insider Participation: The sole participation by an officer/director signals confidence but raises related-party transaction scrutiny under TSXV Policy 5.9 and MI 61-101. The insider sold shares to fund the debenture purchase, indicating a liquidity preference for cash over equity exposure in the short term while maintaining debt exposure.
• Hatchet Uranium Divestiture: Conditional acceptance received for the sale of Hatchet Uranium Corp is expected to close May 31, 2026. This removes uranium asset complexity and potential associated liabilities from ValOre's balance sheet, focusing the company on PGEs.
• Market Reaction: The stock price remained flat at $0.09 following the completion announcement, suggesting the market views this as a necessary but expected step rather than value-accretive news in isolation.

• Company: ValOre Metals Corp. (TSXV: VO).
• Flagship Project: Pedra Branca Platinum Group Elements (PGM) Project in Ceará State, Brazil.
• Project Status: Exploration/Development phase with an inferred resource of 2.198 Moz 2PGE+Au in 63.6 Mt grading 1.08 g/t.
• Processing Pathway: Focusing on bioleaching for weathered material (73% Pt, 74% Pd recovery) and caustic pre-treatment for chromitite (66% Pt, 79% Pd recovery).
• Strategic Shift: Transitioning from pure exploration to an integrated precious-metals producer under new CEO Nick Smart.
• Other Assets: Previously held interest in Hatchet Uranium Corp (HUC), now being divested to Future Fuels Inc.