Phenom Announces Letter of Intent for a Strategic Investment Private Placement Financing and Joint Venture with SSR Mining Inc. for 15% Interest in Dobbin Project

Executive Summary

• Phenom Resources Corp. has entered into a non-binding letter of intent (LOI) with SSR Mining Inc. for a strategic investment and proposed joint venture regarding the Company's Dobbin Property in Nevada.
• SSR Mining will acquire a 9.9% ownership stake in Phenom through a non-brokered private placement, providing approximately CAD$5.4 million (US$3.9 million) in capital.
• In conjunction with the investment, SSR will pay US$4.0 million to acquire a 15% interest in the Dobbin Project, establishing a framework for a joint venture to advance the asset.

Key Details

• Private Placement Terms: SSR will purchase 13,518,353 common shares at a price of CAD$0.40/share, for total gross proceeds of CAD$5,407,341.20 (approx. US$3,917,370).
• Use of Proceeds: US$1.3 million to satisfy remaining earn-in payments and work commitments to secure 100% ownership of the Dobbin Project; US$2.5 million for unallocated general working capital; remaining balance (~US$117,370) for Dobbin Project working capital.
• Share Restrictions & Top-up Rights: Shares carry a standard statutory hold of four months and one day, plus a voluntary one-year restriction. SSR may sell up to 500,000 shares monthly after notice. SSR is granted discretionary top-up/participation rights to increase ownership from 4.9% up to 19.9% while holding ≥4.9%.
• Dobbin Project JV: SSR will pay an additional US$4,000,000.00 for a 15% interest in the Dobbin Project, with all JV funds designated exclusively to advance the project's development.
• LOI Framework: The agreement includes a binding 30-day exclusivity period for negotiating definitive agreements and a 2-year standstill provision. Transactions remain subject to TSXV approval and customary closing conditions.
• Strategic Partner Profile: SSR Mining Inc. is a US$6.5 billion Denver-based gold and silver producer (3rd largest in the US), operating mines in Nevada, Colorado, Saskatchewan, and Argentina.