Vanguard Mining closes Nucleon acquisition

Executive Summary

• Vanguard Mining Corp. has completed the acquisition of 100% of the issued and outstanding common shares of Nucleon Uranium Ltd.
• The transaction was consummated pursuant to a share exchange agreement dated September 10, 2025.
• Nucleon Uranium holds seven exploration-stage mineral claims totaling 23,424.90 hectares in the Athabasca basin, Saskatchewan, a premier global uranium district.

Key Details

• Transaction Structure: Vanguard acquired 100% of Nucleon Uranium Ltd.
• Consideration:
  • Equity: Vanguard issued an aggregate of 7,000,000 common shares to Nucleon shareholders on a pro rata basis.
  • Cash: Vanguard made aggregate cash payments of $200,000 as directed by Nucleon shareholders.
• Regulatory/Restrictions: The consideration shares were issued under the prospectus exemption in Section 2.16 of National Instrument 45-106. The shares are restricted from resale for a period of four months and one day from the date of issuance.
• Asset Details: Nucleon holds seven exploration-stage mineral claims totaling 23,424.90 hectares in Saskatchewan, Canada.
• Location Significance: The claims are situated in the Athabasca basin, recognized globally as the premier uranium district for high-grade deposits.
• Exploration Status: As of the release date, no significant exploration has been conducted on the Nucleon mineral claims.
• Vendor Background: The vendors staked the claims on May 21, 2025. Their initial cost for processing, travel, staking, and legal expenses was approximately $230,000.
• Valuation Basis: The number of consideration shares and cash was determined based on precedent transaction analysis and arm's-length negotiation.
• Qualified Person: Scientific and technical information was reviewed by Lawrence Segerstrom, a non-independent consulting geologist qualified under National Instrument 43-101.

Notable Quotes

• "The company believes that the premium paid to acquire Nucleon over the staking and related costs is justified in light of the strategic expertise of the stakers of the claims and desirable location of the claims."