Star Metro - Galaxy Ventures Inc. Announces Major Milestones for Qualifying Transaction: TruSilver Completes $2.5 Million Financing and Appoints Former IAMGOLD Chief Geologist Matt Rees as Director and Vice-President of Exploration

Highlights

• $2.5 million of the concurrent financing has been completed by TruSilver, satisfying the minimum financing condition for the Qualifying Transaction
• Matt Rees, M.Sc., P.Geo., formerly Chief Geologist at IAMGOLD Corporation, has been appointed as a director and Vice-President, Exploration of TruSilver.
• Galaxy and TruSilver have satisfied many of the conditions precedent to completing the Qualifying Transaction. Galaxy has also submitted its updated Filing Statement and supporting materials.
• TruSilver has reserved the ticker symbol "TAG" and is targeting a listing on the TSX Venture Exchange in fall 2026, subject to receipt of Exchange approval and satisfaction of the remaining closing conditions.

"Completing the minimum financing and strengthening our exploration leadership represent two major milestones as we move toward completing the Qualifying Transaction," said Michael Gross, President and Chief Executive Officer of TruSilver. "Matt brings an exceptional combination of discovery experience, technical leadership and global project-evaluation expertise. His appointment substantially strengthens our ability to refine our exploration strategy and advance the highest-priority targets at the Sturgis-Walton Silver Project."

Appointment of Matt Rees as VP of Exploration and Director

Effective September 3, 2026, Matt Rees, M.Sc., P.Geo., was appointed Vice-President, Exploration and a director of TruSilver, replacing co-founder James Michaelis, who will stay on as Strategic Technical Advisor. Upon completion of the Qualifying Transaction, Mr. Rees will continue in those roles with the resulting issuer, TruSilver Metals Corp.

Mr. Rees is a highly accomplished exploration geologist and mining executive with more than 40 years of domestic and international mineral-exploration experience. His career spans greenfield and brownfield exploration, mineral-resource modelling, project generation and evaluation, mergers and acquisitions, and the discovery and advancement of gold, silver, copper, molybdenum, zinc, lithium and other mineral deposits.

Mr. Rees spent more than 11 years with IAMGOLD Corporation, serving as Manager, New Opportunities Exploration from 2012 to 2018 and Chief Geologist from 2018 to 2023. During his tenure, he was part of the IAMGOLD team responsible for discovering or acquiring approximately 29 million ounces of gold, including the Nelligan gold discovery in Quebec, which received the Association de l'exploration minière du Québec's 2019 Discovery of the Year Award.

As Chief Geologist, Mr. Rees was a key member of the team responsible for the cost-effective exploration of IAMGOLD's global greenfield and brownfield property portfolio. His responsibilities included developing exploration concepts, interpreting geochemical surveys, identifying and recommending drill targets, applying academic and industry research to exploration targeting, conducting technical workshops, and supervising consultants and internal personnel undertaking mineral-resource calculations and comparative resource modelling.

As Manager, New Opportunities Exploration, Mr. Rees led the evaluation of early-stage joint-venture and acquisition opportunities and contributed to the assessment of advanced-stage and producing assets alongside IAMGOLD's corporate development group. His work focused on opportunities in North America, South America, and West Africa and included reviewing more than 200 external projects. He also directed regional and grassroots target-generation programs involving belt-, province- and country-scale geological and GIS data compilations.

Before joining IAMGOLD, Mr. Rees served as Vice-President, Exploration and Chief Geologist of Stockport Exploration, formerly Linear Metals, where he directed international exploration programs and contributed to significant discoveries at the Seymour Lake lithium project in Ontario and the Nyanza gold project in Kenya. He also led the drilling program that produced an NI 43-101 mineral-resource estimate for the KM61 molybdenum-copper-silver deposit.

Previously, Mr. Rees spent 17 years with Noranda-Falconbridge, exploring for a variety of base metal and precious metal deposit types globally. Very early in his career, with Mahogany Minerals, he participated in the discovery of the Rod Zone, which later became part of the Jolu gold mine in Saskatchewan. After leaving IAMGOLD, he subsequently served as a director and lead technical advisor of TSX Venture-listed Copper Road Resources Inc. Mr. Rees holds a Master of Science degree in Geology, is a registered Professional Geoscientist (Ontario), and currently serves as the chairman of the member advisory board to the Mineral Exploration Research Centre, Harquail School of Mines, Laurentian University.

Concurrent Financing

TruSilver has completed a concurrent financing for aggregate gross proceeds of $2,510,090 (the "Concurrent Financing"), consisting of:

• 7,871,440 hard-dollar subscription receipts at $0.25 per receipt for gross proceeds of $1,967,860;
• 807,434 flow-through subscription receipts at $0.30 per receipt for gross proceeds of $242,230;
• 800,000 units issued directly to related parties at $0.25 per unit for gross proceeds of $200,000; and
• 333,334 flow-through common shares issued directly to related parties at $0.30 per share for gross proceeds of approximately $100,000.

Each hard-dollar subscription receipt will automatically convert, without additional consideration, into one TruSilver common share and one common share purchase warrant upon satisfaction of the escrow release condition. Each warrant will entitle the holder to purchase one TruSilver common share at $0.45 for two years, subject to acceleration in certain circumstances. Each flow-through subscription receipt will automatically convert, without additional consideration, into one TruSilver common share intended to qualify as a flow-through share under the Income Tax Act (Canada). On completion of the Qualifying Transaction, the underlying TruSilver securities will be exchanged or adjusted for equivalent securities of the resulting issuer in accordance with their terms.

TruSilver paid or will pay eligible finders cash fees equal to 8% of the gross proceeds attributable to subscribers introduced by them and issued or will issue broker warrants exercisable at $0.25 per share for two years, all as more particularly described in the Company's filing statement.

Related Party Participation

The $300,000 direct-issuance portion of the Concurrent Financing consisted entirely of subscriptions by directors of TruSilver and entities controlled by them:

• Michael Gross, President, Director and CEO of TruSilver, and companies controlled by Dr. Gross, subscribed for an aggregate of 400,000 units and 333,334 flow-through shares for aggregate proceeds of approximately $200,000;
• William White, a Director and a company controlled by him, subscribed for an aggregate of 200,000 units for $50,000; and
• Penelope White, a Director, subscribed for 200,000 units for $50,000.

In addition, Yucai (Rick) Huang, Chief Financial Officer and Corporate Secretary of TruSilver, subscribed for 20,000 hard-dollar subscription receipts at $0.25 per receipt for aggregate subscription proceeds of $5,000. In aggregate, related parties participated in the Concurrent Financing for gross proceeds of approximately $305,000.

Qualifying Transaction Update

The QT application and supporting documents have been submitted and are progressing through the applicable review process. Galaxy is responding to comments received from the TSX-V, and the parties are working to satisfy the remaining conditions required to complete the QT.

As previously announced, Galaxy, its wholly owned subsidiary, 1590566 B.C. Ltd., and TruSilver entered into an amalgamation agreement dated May 29, 2026 (the "Amalgamation Agreement"). Under the Amalgamation Agreement, Subco and TruSilver will amalgamate, with the amalgamated company continuing as a direct, wholly owned subsidiary of Galaxy. Galaxy will issue one post-consolidation common share for each outstanding TruSilver common share.

On August 26, 2026, the parties amended the agreement to revise certain definitions to permit TruSilver to raise up to $300,000 through the direct issuance of TruSilver units or TruSilver flow-through shares, not as subscription receipts.

The parties presently anticipate completing the Qualifying Transaction in fall 2026. Completion of the Qualifying Transaction remains subject to receipt of conditional approval from the Exchange and satisfaction or waiver of the remaining conditions in the Amalgamation Agreement, following which the parties will seek final Exchange acceptance.

The trading symbol "TAG" has been reserved for the proposed Resulting Issuer. The symbol reservation does not constitute approval of the QT or the listing and remains subject to final regulatory, TSX-V and transaction approvals.

About TruSilver Metals

TruSilver Metals Corp. owns a 100% interest in the Sturgis-Walton Silver Project in Hants County, Nova Scotia, which is not subject to any royalties. The 1,120-hectare Project comprises 70 mineral claims held under three exploration licenses and is located approximately 70 kilometres northwest of Halifax and four kilometres west of the village of Walton. The past-producing Walton Mine, located adjacent to the Project, operated from 1941 to 1978. The Walton Mine was initially developed as a barite operation before the discovery of underlying lead-zinc-copper-silver mineralization associated with barite and siderite alteration. Exploration completed on the Project to date includes geological mapping, surface geochemical sampling, airborne magnetic, audio-magnetotelluric/magnetotelluric, and ground gravity surveys, three-dimensional inversion modelling, diamond drilling, and digitization of available historical data. In 2023, TruSilver completed a 557-metre diamond drill hole that intersected two zones of silver and copper mineralization. TruSilver currently holds a Crown land exploration permit authorizing drilling at three locations, which is valid until 2028. The Company plans to undertake a Phase 1 work program on the Project, with diamond drilling anticipated to begin in the fall of 2026, followed by a larger Phase 2 drill program comprising approximately 3,500 metres of planned drilling. Historical information relating to the Walton Mine and historical drilling results relating to the Project have not been independently verified by TruSilver or its qualified person and should not be relied upon without further confirmation.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Matt Rees, P.Geo., a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Rees is a director and vice president of exploration of TruSilver and is not independent of TruSilver Metals Corp.

For further information, please see the Company's profile and documents available under the Company's name on SEDAR+ at www.sedarplus.ca.

ON BEHALF OF THE BOARD

"Andrew Thomson"

Andrew Thomson
President, CEO and Director
Telephone: (604) 417-2999
Email: [email protected]

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs, and current expectations of Galaxy and TruSilver with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding the QT including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals; the proposed change in name of the Company; the anticipated size and composition of the Company's board of directors following the QT; the business plans and expectations of TruSilver; trading in Galaxy Shares and when such trading will resume, if at all; the issuance of and timing associated with issuing a further comprehensive news release or news releases; and expectations for other economic, business, and/or competitive factors.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, and third party approvals and satisfy the other conditions to the consummation of the QT on the proposed terms; that the Amalgamation Agreement will not be terminated prior to the closing the QT; that the QT will be completed in accordance with the terms and conditions of the Amalgamation Agreement and within the timeframe expected; that no unanticipated events will occur that will delay or prevent the completion of the QT.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Galaxy and TruSilver and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Galaxy and TruSilver's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Galaxy and TruSilver believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on them, as unknown or unpredictable factors could have material adverse effects on the Company's future results, performance, or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the QT; the ability to obtain requisite regulatory, board, shareholder and third party approvals and the satisfaction of other conditions to the consummation of the QT on the proposed terms and schedule; the potential impact of the announcement or consummation of the QT on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the businesses of Galaxy and TruSilver, as well as general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although Galaxy and TruSilver have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated, or intended, and such changes could be material. Galaxy and TruSilver do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

SOURCE: Galaxy Ventures Inc.

View the original press release on ACCESS Newswire

S.Morin--SMC