Venerable signs definitive agreement with Selkirk

Executive Summary

• Venerable Ventures Ltd. has entered into a definitive agreement to acquire the Minto copper-gold-silver mine in Yukon from an affiliate of the Selkirk First Nation, effectively executing a reverse takeover to rename the entity Selkirk Copper Mines Inc.
• The transaction involves a $30 million brokered private placement offering led by Canaccord Genuity Corp., with proceeds designated for exploration, engineering, and feasibility studies to restart the mine.
• The acquisition includes a 100% interest in the past-producing Minto mine, which ceased operations in 2023, along with an updated mineral resource estimate showing significant increases in indicated and inferred tonnage.

Key Details

• Transaction Structure: A three-cornered amalgamation under the BC Business Corporations Act. Venerable Ventures (Subco) will amalgamate with 843093 Yukon Inc. (SelkirkSubco), an affiliate of the Selkirk First Nation.
• Consideration for Asset Acquisition:
  • Cash/Equity: $15,349,250 purchase price paid via issuance of 27,409,374 common shares at a deemed value of $0.56 per share.
  • Warrants: Issuance of warrants to purchase 1,562,500 common shares at an exercise price of $0.56 per share, expiring three years from closing.
  • Hold Period: Securities issued are subject to a four-month-and-one-day hold period and potential TSX-V escrow restrictions.
• Financing Details:
  • Offering Size: Up to $30 million in aggregate gross proceeds.
  • Lead Agent: Canaccord Genuity Corp.
  • Security Types:
    • Non-Flow-Through (NFT) Subscription Receipts at $0.56 per receipt.
    • Flow-Through (FT) Subscription Receipts at $0.60 per receipt.
    • Charity Flow-Through Subscription Receipts at $0.84 per receipt.
  • Over-Allotment: 15% option granted to agents.
  • Use of Proceeds:
    • FT/Charity FT proceeds: To incur eligible Canadian Exploration Expenses (CEE) renounced to subscribers by Dec 31, 2025.
    • NFT proceeds: Exploration for copper-gold-silver at Minto and general/administrative purposes.
  • Escrow: Proceeds held in escrow until satisfaction of conditions, including TSX-V approval and completion of the reverse takeover.
  • Closing Target: Week of September 22, 2025.
• Asset Details (Minto Mine):
  • Location: Yukon, Canada, on Selkirk First Nation Category A settlement land.
  • History: Operated from 2007–2023. Produced 16.6 million tonnes of material at 1.74% Cu, 0.71 g/t Au, 6.38 g/t Ag.
  • Infrastructure: Includes a 4,100 tpd crushing/milling/flotation plant, 400-person camp, water treatment facilities, and a 1,300m all-season airstrip. Currently in care and maintenance following the previous owner's bankruptcy in Q2 2023.
  • Permits: Active Quartz Mining Licence (QML-001) valid until Dec 31, 2030; Type A water licence valid until 2040.
• Updated Mineral Resource Estimate (Filed Aug 6, 2025):
  • Indicated: 12.6 million tonnes at 1.20% Cu, 0.46 g/t Au, 4.3 g/t Ag (334M lb Cu, 187k oz Au, 1.7M oz Ag).
  • Inferred: 23.7 million tonnes at 1.05% Cu, 0.387 g/t Au, 3.9 g/t Ag (547M lb Cu, 295k oz Au, 2.97M oz Ag).
  • Changes: 75% increase in indicated open-pit tonnes; 378% increase in inferred open-pit tonnes; 12% increase in indicated underground tonnes; 28% increase in inferred underground tonnes.
• Planned Work Programs:
  • Up to 50,000m diamond drilling program for resource expansion and infill.
  • Feasibility study targeted for completion by end of 2026.
  • Development of updated mine plans, permitting strategies, and closure/reclamation plans.
• Management Changes:
  • Colin Joudrie appointed President and CEO.
  • Board to be reconstituted with Selkirk First Nation nominating two of six directors.
  • New officers include Robert McLeod (Director), Ryan Weymark (Director), Alex Morrison (Director), Josh Kierce (CFO), Matthew Pickard (SVP Permitting), Stacie Jones (SVP Exploration), Scott Fulton (SVP Projects), Justin Stevens (SVP Corporate Development), and Chuck Hennessey (SVP Operations).
• Regulatory Status: Trading halted on TSX-V pending TSX-V approval of the reverse takeover and listing. Company applied for waiver of TSX-V sponsorship requirements.