Happy Creek Provides Corporate Update

Executive Summary

• CFO Richard Lee retires; Mathew Lee appointed as new CFO and Corporate Secretary effective immediately.
• Happy Creek and Metal Energy Corp. amend the Highland Valley Sale Agreement, extending milestone equity payments ($6 M total) and financing obligations through August 2029, with a $25,000 cash payment to Happy Creek and issuance of 1,000,000 common shares (subject to TSX‑V approval).
• A 2.5% Net Smelter Return royalty over the Cariboo Projects is confirmed; Happy Creek receives $25,000 cash for extinguishing its prior buy‑down rights.
• The company grants 4,700,000 incentive stock options at $0.13 per share to directors, officers and consultants (all vest upon grant), pending TSX‑V approval.

Key Details

• Management Change:
• Richard Lee, CPA, CMA – retiring after >15 years as CFO & Corporate Secretary (effective immediately).

• Mathew Lee, CPA, CA – appointed CFO & Corporate Secretary (effective immediately).

• Highland Valley Sale Agreement Amendment (Metal Energy Corp.):
  1. Milestone Equity Payments Extension (total $6 M):

  • Aug 6 2026 – $1.0 M in Metal Energy shares to Happy Creek.
  • Aug 6 2027 – $1.0 M in shares.
  • Aug 6 2028 – $1.5 M in shares.
  • Aug 6 2029 – $2.5 M in shares.
    2. Financing Obligation Extension:
  • Metal Energy must complete an equity financing of at least $1.5 M by Aug 6 2026.
    3. Consideration for Amendment:
  • Cash payment of $25,000 to Happy Creek within five days after Metal Energy’s next financing.
  • Issuance of 1,000,000 common shares to Happy Creek (subject to TSX‑V approval).

• Cariboo Project Royalty Agreements:

• Confirmation of a 2.5% NSR over original Cariboo mineral claims (20,000 ha acquired in 2005).
• Extinguishment of Happy Creek’s prior right to buy down 1% NSR by paying $2,000,000 to the royalty holders.

• Cash received from royalty buyers: $25,000.

• Corporate Options Grant:

• 4,700,000 incentive stock options granted under the company’s stock option plan.
• Exercise price: $0.13 per share.
• Term: 5 years; all options vest immediately upon grant.
• Subject to TSX‑V approval; issued to directors, officers and consultants.

Notable Quotes

• “On behalf of the Board of Directors,” – Jason Bahnsen, President & CEO.