Vanguard Mining signs deal to acquire Nucleon Uranium

Executive Summary

• Vanguard Mining Corp. has entered into a definitive share exchange agreement to acquire 100% of Nucleon Uranium Ltd., a private Canadian corporation holding seven mineral claims in Saskatchewan's Athabasca Basin.
• The acquisition consideration consists of 7,000,000 common shares of Vanguard Mining and $200,000 in cash, payable to Nucleon shareholders.
• The transaction is expected to close in Q4 2025, subject to customary conditions, and will expand Vanguard's uranium exploration footprint in a premier global uranium district.

Key Details

• Transaction Structure: Share exchange agreement between Vanguard Mining Corp., Nucleon Uranium Ltd., and Nucleon shareholders for 100% acquisition of Nucleon.
• Consideration:
  • Equity: 7,000,000 common shares of Vanguard Mining issued pro rata to Nucleon shareholders.
  • Cash: Aggregate cash payments of $200,000 as directed by Nucleon shareholders.
  • Resale Restrictions: Shares issued are exempt from prospectus requirements under Section 2.16 of National Instrument 45-106; no statutory restrictions on resale.
• Target Assets (Nucleon Uranium):
  • Seven mineral claims totaling 23,424.90 hectares.
  • Located in the Athabasca Basin, Saskatchewan (premier uranium district).
  • Strategic proximity to major deposits and companies: Fission Uranium (Patterson Lake South), NexGen Energy (Arrow), Atha Energy, Canalaska Uranium, Denison Mines, Cameco, and Orano Canada.
  • Nearby historic deposits include Cluff Lake and Shea Creek.
• Closing Conditions: Receipt of consents/approvals, satisfactory due diligence, accuracy of representations/warranties, and fulfillment of covenants.
• Timeline: Expected closing in Q4 2025.
• Post-Closing Strategy: Integration into Vanguard’s portfolio, initiation of staged exploration program (geological review, data compilation, permitting), and engagement with technical advisers and local stakeholders.
• Additional Option Agreement:
  • Vanguard entered into a mineral property option agreement with Hilltop Resources Inc. Assets: Pinchi Lake nickel project (BC) and Georgia Lake project (Ontario). Consideration:
    • $30,000 cash ($15,000 on execution, $15,000 within 12 months).
    • 500,000 common shares of Hilltop Resources issued upon signing.
    • Hilltop assumes all property payments and assessment work. Earn-In Terms: Hilltop earns 100% interest upon completion of obligations, subject to a 0.5% NSR royalty to Vanguard. Pinchi claims remain subject to an existing 2% underlying NSR.

Notable Quotes

• "The acquisition of Nucleon Uranium represents a transformational step for Vanguard Mining... This transaction not only adds scale and geological potential to our portfolio but also positions Vanguard to capitalize on the global nuclear renaissance as governments and utilities seek secure, high-grade uranium supply for the clean energy transition." — David Greenway, President and CEO, Vanguard Mining.