Valore's Hatchet Uranium to be acquired by Future Fuels

Executive Summary

• Future Fuels Inc. has entered into an amalgamation agreement to acquire Hatchet Uranium Corp. (HUC), a 51% owned subsidiary of Valore Metals Corp., via a three-cornered amalgamation under the Business Corporations Act (British Columbia).
• Upon completion, HUC will become a wholly owned subsidiary of Future Fuels, expected to be renamed Future Fuels Athabasca Inc., significantly expanding Future Fuels' uranium exploration portfolio in the Athabasca basin.
• HUC shareholders will receive 0.760836 of a Future Fuels common share for each HUC common share, and an equivalent ratio of warrants, subject to specific escrow and resale restrictions.

Key Details

• Transaction Structure: Three-cornered amalgamation where HUC amalgamates with Subco (a wholly owned subsidiary of Future Fuels), and Future Fuels acquires all outstanding securities of HUC.
• Exchange Ratio: Each HUC common share exchanges for 0.760836 of a Future Fuels common share; each HUC warrant exchanges for 0.760836 of a Future Fuels warrant.
• Share Count & Consideration:
  • Pre-completion HUC shares: 19,715,165.
  • Pre-completion HUC warrants: 1,452,013.
  • Expected consideration shares issued to HUC securityholders: ~15,000,007.
  • Expected consideration warrants issued to HUC securityholders: ~1,104,743.
• Advisory Fee: HUC entered a financial advisory consulting agreement (dated Oct. 24, 2025, as amended) where the consultant acquires an unsecured convertible debenture of $250,000 (0% interest), automatically convertible into 5,000,000 HUC shares immediately prior to closing.
• Escrow/Restrictions:
  • 2,353,905 shares: 1/12 released every 30 days, first release 60 days post-closing.
  • 12,646,095 shares: 25% released every 6 months, first release 12 months post-closing.
  • Warrant exercise shares: Similar tiered release schedules (1/12 monthly for first 16% of warrants; 25% semi-annually for remaining 84%).
• Conditions Precedent:
  • TSX Venture Exchange conditional approval.
  • HUC shareholder approval at a special meeting.
  • Dissent rights not exercised by >10% of HUC shares.
  • HUC working capital deficit ≤ $200,000 and no long-term debt (excluding the convertible debenture) at closing.
• HUC Asset Portfolio (~97,674 hectares total):
  • Hatchet Lake Property: 13,711 hectares. Subject to 2% NSR royalty to Rio Tinto. Recent work includes AI target generation and rock sampling (up to 0.498% U3O8).
  • Highway Property: Option for 80% interest in 17,606 hectares. Subject to 2% NSR royalty to Skyharbour Resources upon exercise. Recent work includes 1,226 line-km airborne mobile MT survey.
  • Ancillary Properties (Genie, Usam, CBX/Shoe): 66,358 hectares total. Subject to 2% NSR royalty to Skyharbour Resources.
    • CBX/Shoe: 9,386 hectares. Recent work includes 273 line-km airborne mobile MT.
    • Usam: 40,041 hectares. 22 historical drill holes. Recent work includes 2,261 line-km airborne mobile MT.
    • Genie: 16,930 hectares. Recent work includes AI prospectivity modelling.
• Strategic Rationale: Acquisition strengthens Future Fuels' portfolio in the world-class Athabasca basin, proximal to existing mines and recent discoveries. Valore Metals becomes a significant shareholder in Future Fuels.

Notable Quotes

• Rob Leckie, CEO of Future Fuels: "The acquisition of HUC strengthens Future Fuels' existing portfolio of prospective uranium exploration properties. HUC's assets sit in the world-class Athabasca basin and are proximal to both existing uranium mines and recent exploration discoveries, making them exciting targets for further work."
• Jim Paterson, Chairman of Valore Metals: "We are very happy to become significant shareholders of Future Fuels. This transaction creates a powerhouse in the Canadian uranium exploration sector, with a strong team, a large and prospective project portfolio, and a highly financeable corporate structure."