Future Fuels Completes Acquisition of Hatchet Uranium Corp., Gaining District-Scale Athabasca Basin Portfolio

ValOre Metals (TSXV: VO | OTCQB: KVLQF | Frankfurt: KEQ0) has completed the disposition of its Hatchet Uranium Corp. (HUC) interest through the closing of Future Fuel's acquisition of HUC via a three-cornered amalgamation under the Business Corporations Act (British Columbia). Upon closing, HUC has been amalgamated with a wholly-owned Future Fuels subsidiary, with the continuing entity operating as Future Fuels Athabasca. ValOre, which had held a majority interest in HUC, is now a significant shareholder of Future Fuels.

Chairman of ValOre Metals, Jim Paterson, commented: 

"In 2024, ValOre formed a plan to derive value from its Saskatchewan uranium exploration project in order to focus on its 100% held Pedra Branca PGM property located in Brazil. Upon closing of this transaction, ValOre will become a significant shareholder of Future Fuels Inc., a company with a strong team, a large and prospective project portfolio, and a highly financeable corporate structure."

Chief Executive Officer of Future Fuels, Rob Leckie, stated: 

"The closing of this acquisition marks an exciting new chapter for Future Fuels as we expand our portfolio into a celebrated uranium exploration jurisdiction. While the Hornby Basin remains the cornerstone of our long-term vision, the addition of HUC's Athabasca Basin assets positions us in proximity to several significant uranium discoveries and producing operations. The Athabasca also affords us a more extended field season, allowing our teams to maintain operational momentum and advance exploration activities throughout much of the year."

About ValOre Metals Corp.

ValOre Metals Corp. is a Canadian company with a team that aims to deploy capital and knowledge into projects that benefit from substantial prior investment by previous owners, the presence of high-value mineralization on a large scale, and the potential to add tangible value through exploration and innovation.

Transaction Structure & Share Issuance

Under the terms of the amalgamation, each HUC common share was exchanged for 0.760836 of a Future Fuels common share (a Consideration Share), and each HUC common share purchase warrant was exchanged for 0.760836 of a Future Fuels warrant (a Consideration Warrant). In aggregate, 14,999,989 Consideration Shares and 1,104,743 Consideration Warrants were issued to former HUC securityholders.

Prior to closing, an unsecured convertible debenture of $250,000, bearing 0% interest and held by a financial advisory consultant, automatically converted into 5,000,000 HUC shares. Consideration Warrants are exercisable at $0.8050 per share on or before February 10, 2027, and at $0.9660 per share from February 11, 2027, up to the expiry date of February 10, 2028.

Consideration Shares and Consideration Warrants issued to former HUC securityholders are subject to staged voluntary and Exchange-mandated hold periods. Of the total Consideration Shares, 2,353,905 shares will be released monthly over 12 months, starting 60 days after closing; 8,841,904 shares will be released in 25% tranches every six months, starting one year after closing; and 3,804,180 shares are subject to Exchange escrow releases over a 36-month period. Additionally, shares issued upon the exercise of the Consideration Warrants are subject to voluntary hold periods: the first 16% exercised will be released monthly over 12 months starting 60 days post-closing, and the remaining 84% will be released in 25% tranches every six months starting one year post-closing. Non-arm's length parties, including IsoEnergy, two IsoEnergy insiders, and Mega Uranium, received 755,916 Consideration Shares, representing 0.7% of Future Fuels' outstanding shares on a non-diluted basis, and are not considered related parties under MI 61-101

Asset Description & Royalty Obligations

The transferred portfolio comprises five project areas in northern Saskatchewan: Hatchet Lake, Highway, CBX/Shoe, Usam, and Genie, totaling approximately 97,674 hectares. The Hatchet Lake project is subject to a 2% net smelter returns (NSR) royalty payable to Rio Tinto Exploration Canada. International Gold Corporation has the right to purchase 0.5% of that NSR for $750,000, reducing the Hatchet Lake royalty to 1.5%. The Genie, Usam, and CBX/Shoe projects are subject to a 2% NSR royalty payable to Skyharbour Resources Ltd. Additionally, if the option on the Highway property is exercised, that property will also be subject to a 2% NSR royalty payable to Skyharbour Resources.

Certain claims within the portfolio are not currently in good standing. HUC has made all required payments and reported all required expenditures to the Government of Saskatchewan, and the parties expect the affected claims to be returned to good standing following administrative processing.

Regulatory & Liability Matters

The acquisition was not subject to shareholder approval under TSX Venture Exchange policies. All obligations of HUC have been assumed by Future Fuels Athabasca, and ValOre retains no residual liability in connection with HUC's obligations.

Future Fuels assumed the Highway Property option agreement, dated October 2024, as amended, and must satisfy staged earn-in obligations to earn its 80% interest in the Highway property. By the second anniversary of the option agreement, Future Fuels is required to pay $20,000 in cash, issue common shares with a deemed value of $25,000, and incur $300,000 in exploration expenditures. By the third anniversary, the requirements increase to $200,000 in cash, common shares with a deemed value of $1,000,000, and an additional $1.5 million in exploration expenditures. Option shares are priced at the greater of the 20-day volume-weighted average price or $0.10, subject to a maximum of 10,250,000 option shares issuable in total.

Next Steps

Future Fuels has assumed the Highway Property option agreement and must satisfy staged earn-in obligations to maintain its interest. By the second anniversary, the company must pay $20,000 in cash, issue common shares with a deemed value of $25,000, and incur $300,000 in exploration expenditures, with requirements escalating to $200,000 in cash, common shares worth $1,000,000, and a further $1.5 million in exploration expenditures by the third anniversary.