Muzhu enters definitive option deal to acquire Everett

Executive Summary

• Muzhu Mining Ltd. (to be renamed Grenville Mines Inc.) signed a definitive option agreement to earn up to a 75% interest in the Everett titanium property in Quebec from Romaine River Titanium Inc.
• Concurrently, the company announced a non-brokered private placement raising up to $750,000 to fund the initial option payment, working capital, and exploration activities.
• The transaction includes a two-stage earn-in structure, with Phase 1 requiring specific expenditures to acquire 50% and Phase 2 requiring a feasibility study to acquire an additional 25%.

Key Details

• Option Agreement Terms:
  • Target: Everett titanium property, located 40 km from Havre-Saint-Pierre, Que., and 3 km from Rio Tinto’s Lac Tio mine.
  • Property Size: 49 mineral tenures covering 2,406 hectares (5,946 acres).
  • Earn-In Structure:
    • Phase 1: Muzhu acquires 50% interest upon completion of specific expenditures (detailed in attached table, not provided in text).
    • Phase 2: Muzhu may earn an additional 25% (total 75%) by completing a positive feasibility study by Sept. 30, 2030.
  • Joint Venture: Upon acquiring 75%, parties enter a JV. Romaine retains a 10% carried interest (borne by Muzhu), resulting in Romaine holding 40% (Phase 1) or 15% (Phase 2) working interest.
  • Royalties: Romaine entitled to a 3.5% gross return royalty. Buyback options available: 0.5% for $500,000 or 1.0% for $2.5 million prior to commercial production.
  • Advance Royalty: $500,000 annual payments commencing Sept. 30, 2030, or upon JV formation, until commercial production.
• Private Placement Financing:
  • Total Gross Proceeds: Up to $750,000.
  • Structure:
    • Up to $500,000 in units at $0.06/unit (1 common share + 1 warrant).
    • Up to $250,000 in flow-through units at $0.08/unit (1 flow-through share + 1 warrant).
  • Warrant Terms: Exercise price of $0.10 per share; exercisable for 24 months post-closing.
  • Use of Proceeds:
    • Net proceeds from standard units: Initial option payment, working capital, general corporate purposes.
    • Gross proceeds from flow-through units: Surface exploration, metallurgical testing, and verification of historical work at Everett.
  • Flow-Through Specifics: Expenditures to be incurred by Dec. 31, 2026, and renounced by Dec. 31, 2025. Company indemnifies subscribers for tax failures.
  • Finders' Fees: 8.0% cash fee and 8.0% warrants (exercise price $0.06) on facilitated subscriptions.
  • Closing: Anticipated on or about Dec. 19, 2025. Subject to CSE approval.
  • Hold Period: 4 months and 1 day for all securities.
• Historical Resource Data (Not NI 43-101 Compliant):
  • Total Historical Estimate: 234 million tonnes at 10.8% TiO2, 17.9% Fe, and 2.8% P2O5.
  • Northern Extremity Estimate: 50.8 million tonnes at 14.1% TiO2, 23.3% Fe, and 2.8% P2O5 (based on 34 drill holes).
  • Disclaimer: Historical resources are not current estimates, not verified by a Qualified Person, and presented for exploration targeting only.
• Corporate Changes:
  • Company to be renamed Grenville Mines Inc.
  • New ticker symbol and CUSIP/ISIN expected.
  • Previous financing announced Oct. 9, 2025, has been withdrawn.
• Technical Approval: Julien Davy, PGeo, MSc, MBA, independent consultant, approved technical information.