Nuclear Vision to Acquire Manganese Carbonate Projects in Slovakia's "Battery Belt"

Executive Summary

• Nuclear Vision Ltd. entered a definitive agreement to acquire 100% of two Slovak manganese carbonate projects (Svabovce and Michalova), positioning the company as an early mover in Europe’s “Battery Belt.”
• The acquisition consideration includes €100,000 cash plus 10 million newly issued common shares to the assignors.
• Concurrently, Nuclear Vision announced a non‑brokered private placement of 20 million units at $0.25 each, raising gross proceeds of $5 million to fund project verification and development.

Key Details

• Acquisition Targets: Svabovce (historical resource 13.9 Mt @ 14.47% Mn) and Michalova (historical resource 10.4 Mt @ 9.49% Mn). Both are carbonate‑hosted deposits with rail, power and road access within ~300 km of major EU battery manufacturers.
• Consideration:
• €100,000 cash payment to assignors.
• 10,000,000 common shares (“Nuclear Shares”) issued under an exemption from prospectus requirements; share count subject to adjustment for capital reorganisations.
• Assignment Structure: Assignment of Option Agreement (dated Jan 14 2026) and Assignment of Option Agreement (dated Jan 21 2026) with Private Equity Pty. and Kluane Capital FZCO, transferring their rights under the option to purchase the mineral titles from VMS Exploration S.R.O.
• Financing – Private Placement:
• Units offered: 20,000,000 units @ $0.25 per unit → gross proceeds $5,000,000.
• Each Unit = 1 common share + ½ warrant.
• Warrants allow purchase of an additional share at:
  • $0.375 if exercised within the first 12 months after closing,
  • $0.50 if exercised between months 13‑24.
• Net proceeds earmarked for verification work and development of Svabovce & Michalova projects plus general working capital.
• Regulatory/Legal: All securities subject to a statutory hold period of four months + one day (NI 45‑102). Shares/warrants not registered in the U.S.; offering not an offer or solicitation in jurisdictions where prohibited.
• Strategic Rationale:
• Provides proximity to EU battery gigafactories (e.g., Gotion‑InoBat, Volvo EV plant).
• Aligns with EU Critical Raw Materials Act and Germany’s €3 bn EV stimulus favoring high‑Mn low‑cost chemistries (LMFP).
• Carbonate ore enables direct acid leaching, reducing energy use versus oxide roasting.
• Project Verification Plans: Company will conduct site visits, data validation, and modern QA/QC programs to pursue an NI 43‑101 compliant resource estimate if warranted.
• Historical Drill Intercepts (Michalova): Multiple Mn‑carbonate intervals ranging from 0.1 m to 1.0 m between depths of ~28 m to 133 m (e.g., MS‑1: 28.60‑29.00 m, 0.40 m; 60.00‑61.00 m, 1.00 m).
• Qualified Person: Lorne Warner, P.Geo., Director of Nuclear Vision Ltd., reviewed and approved the technical information.

Notable Quotes

“These two projects improve our growth potential and allow us to expand our exposure to energy‑critical minerals beyond our uranium assets,” – Derrick Dao, CEO, Nuclear Vision.

All non‑material boilerplate, forward‑looking statements, and disclaimer text have been omitted for brevity.