New Earth Resources Executes Option Agreement for Red Wine Rare Earth Project in Labrador

Executive Summary

• New Earth Resources Corp. entered into an option agreement with Northex Capital Partners Inc. to acquire the Red Wine Rare Earth Project in Labrador, Canada.
• The acquisition will be funded by the issuance of a total of 4,500,000 Class A common shares issued over a two‑year schedule, plus a 2.0% net smelter return royalty on the project.
• The project comprises two non‑contiguous mineral claim blocks covering approximately 1,575 ha in the Central Mineral Belt of Newfoundland and Labrador.

Key Details

• Agreement Date: November 19 2025 (effective).
• Target Asset: Red Wine Rare Earth Project – 2 claim parcels (≈1,425 ha + ≈150 ha) located ~110 km NE of Churchill Falls, NL.
• Share Consideration:
• 1,250,000 Class A shares issued within 10 business days of execution.
• 1,500,000 additional shares to be issued on or before the first anniversary of the Agreement.
• 1,750,000 further shares to be issued on or before the second anniversary of the Agreement.
• Hold Period: All shares subject to a four‑month lock‑up in accordance with applicable securities laws.
• Royalty: Northex will receive a 2.0% net smelter return royalty on any production from the Project.
• Funding Structure: Purely equity‑based; no cash consideration disclosed.
• Strategic Rationale: Expands New Earth’s rare‑earth portfolio in the Central Mineral Belt, complementing its existing uranium and rare‑earth assets (Lucky Boy, SL Project).
• Arm’s‑Length Transaction: Northex is an arm’s‑length party to New Earth.

Notable Quotes

“We are pleased to add the Red Wine Rare Earth Project to our growing portfolio of strategic mineral assets,” said Lawrence Hay, President and CEO of New Earth Resources Corp.

Materiality Assessment: Material – Positive (the transaction materially expands the company’s asset base and involves a significant equity issuance and royalty arrangement).