Star Metro - Joint Press Release of Future Fuels Inc And Valore Metals Corp. - Future Fuels Completes Acquisition of Hatchet Uranium Corp.

Rob Leckie, Chief Executive Officer of Future Fuels 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. We believe this complementary asset base will enhance shareholder value while we continue to unlock the considerable potential we see in the Hornby. We look forward to advancing both frontiers and keeping the market updated as our work programs progress."

Jim Paterson, Chairman, ValOre Metals Corp and director of HUC stated: "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."

Summary of Mineral Claims

On closing of the Acquisition, the Company, through Amalco, acquired a broad, district‑scale uranium exploration portfolio comprising five project areas, Hatchet Lake, Highway, CBX/Shoe, Usam and Genie, totaling approximately 97,674 hectares in northern Saskatchewan. The portfolio combines a mix of wholly owned claims and optioned interests, including a flagship core property, a large earn‑in project with no prior drilling, and several ancillary projects with historical work and modern follow‑up. Across the properties, exploration to date has included historical surveys and drilling supplemented by recent target generation, airborne surveys, prospecting and sampling, which together have identified multiple areas of uranium mineralization and strong surface anomalies.

The Hatchet Lake property is subject to a 2% net smelter return royalty in favour of Rio Tinto Exploration Canada Inc., subject to the right of International Gold Corporation to purchase 0.5% of such net smelter return royalty (thereby reducing such 2% net smelter return royalty to a 1.5% net smelter return royalty) for $750,000. If Amalco exercises its option on the Highway property, the Highway property will be subject to a 2% net smelter return royalty payable to Skyharbour Resources Ltd. ("Skyharbour"). The Genie, Usam and CBX/Shoe uranium projects are also subject to a 2% net smelter return royalty payable to Skyharbour.

Certain claims within the mineral portfolio to be held by Amalco are currently not in good standing. However, HUC has made all required payments and reported all required expenditures with the Government of Saskatchewan, and the parties expect that upon completion of administrative processing, the claims will be in good standing going forward. The Company and Amalco will be responsible for maintaining the claims following the closing of the Acquisition.

Terms of the Amalgamation Agreement

Under the terms of the Amalgamation Agreement, HUC amalgamated with Subco, and Future Fuels acquired all of the outstanding securities of HUC on the following basis: (i) each common share of HUC (each, a "HUC Share") was exchanged for 0.760836 of a common share in the capital of Future Fuels (each whole share, a "Consideration Share"); and (ii) each common share purchase warrant of HUC (each, a "HUC Warrant") was exchanged for 0.760836 of a common share purchase warrant of Future Fuels (each whole warrant, a "Consideration Warrant").

In connection with the Acquisition, HUC entered into a financial advisory consulting agreement dated October 24, 2025, as amended, with an arm's length third party (the "Consultant") pursuant to which the Consultant or its assignee acquired an unsecured convertible debenture (the "HUC Convertible Debenture") in the principal amount of $250,000, bearing interest at 0% per annum. The HUC Convertible Debenture automatically converted into 5,000,000 HUC Shares immediately prior to the completion of the Acquisition.

Immediately prior to the completion of the Acquisition, there were 19,715,165 HUC Shares and 1,452,013 HUC Warrants issued and outstanding. Upon the completion of the Acquisition, 14,999,989 Consideration Shares and 1,104,743 Consideration Warrants were issued to the former securityholders of HUC (each, a "HUC Securityholder"). The Consideration Warrants are exercisable at a price of (a) $0.8050 per share if exercised on or before February 10, 2027, and (b) $0.9660 per share if exercised from February 11, 2027 up to and including the expiry date of February 10, 2028.

The Consideration Shares and Consideration Warrants issued to the HUC Securityholders are subject to escrow and/or resale restrictions under the policies of the TSX Venture Exchange (the "Exchange") and applicable securities laws. In addition, the following restrictions on transfer will apply to such securities:

• 2,353,905 of the Consideration Shares will be subject to the following voluntary contractual hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the closing date of the Acquisition (the "Closing Date");

• 8,841,904 of the Consideration Shares will be subject to the following voluntary contractual hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date;

• 3,804,180 of the Consideration Shares will be subject to the following Exchange mandated hold periods: 25% of such shares will be released on the date that is 12 months following the Closing Date, 25% of such shares will be released on the date that is 18 months following the Closing Date, 20% of such shares will be released on the date that is 24 months following the Closing Date, 15% of such shares will be released on the date that is 30 months following the Closing Date and 15% of such shares will be released on the date that is 36 months following the Closing Date;

• the common shares of Future Fuels to be issued upon due exercise of the first 16% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following voluntary contractual hold periods: 1/12^th of such shares will be released every 30 days, with the first such release occurring on the date that is 60 days following the Closing Date; and

• the common shares of Future Fuels to be issued upon due exercise of the remaining 84% of the Consideration Warrants to be exercised by each holder thereof, if any, will be subject to the following voluntary contractual hold periods: 25% of such shares will be released every six months, with the first such release occurring on the date that is 12 months following the Closing Date.

The Acquisition was not subject to shareholder approval requirements under the policies of the Exchange.

Under the Amalgamation Agreement, ValOre is not responsible for any obligations of HUC, which obligations will be assumed by Amalco after closing.

Skyharbour Obligations

Following satisfaction of the first‑year option requirements, the Company is required to complete the remaining option payments and exploration expenditures on or before the second and third anniversaries of the effective date of the option agreement with Skyharbour dated October 29, 2024, as amended, in order to earn its 80% interest in the Highway property. On or before the second anniversary of the effective date, the Company must make a cash payment of $20,000, issue common shares to Skyharbour having a deemed value of $25,000 (the "Initial Option Shares"), and incur $300,000 in additional exploration expenditures on the Highway property.

On or before the third anniversary of the effective date, the Company is required to make a further cash payment of $200,000, issue common shares having a deemed value of $1,000,000 (together with the Initial Option Shares, the "Option Shares"), and incur an additional $1.5 million in exploration expenditures on the Highway property. Exploration expenditures incurred in excess of the minimum required amounts in any period may be carried forward and applied to future expenditure requirements under the option agreement.

The Option Shares will have a deemed price per share equivalent to the greater of (a) the 20-day volume-weighted average price of such shares at the time of issuance, and (b) $0.10. The maximum number of Option Shares issuable by the Company to Skyharbour pursuant to the option payments is 10,250,000 Option Shares.

Non-Arm's Length Parties

IsoEnergy Inc. ("IsoEnergy") is a Non-Arm's Length Party of the Company under TSX Venture Exchange ("TSXV") definitions by virtue of being a >10% shareholder of the Company. Two of the HUC Securityholders (the "IsoEnergy Insiders") are also considered Non-Arm's Length Parties of the Company under TSXV definitions by virtue of being officers of IsoEnergy. Additionally, Mega Uranium Ltd. (collectively with the IsoEnergy Insiders, the "Non-Arm's Length Party HUC Securityholders") is a Non-Arm's Length Party of the Company under TSXV definitions by virtue of having a common director or officer with IsoEnergy. None of the Non-Arm's Length Party HUC Securityholders are "related parties" as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Pursuant to the Acquisition, the Non-Arm's Length Party HUC Securityholders were issued 755,916 Consideration Shares, representing 0.7% of the issued and outstanding shares of the Company on a non-diluted basis.

About Future Fuels Inc.

Future Fuels' principal asset is the Hornby Project, covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic Mountain Lake System. Additionally, Future Fuels holds the Covette Project in Quebec's James Bay region, comprising 65 mineral claims over 3,370 hectares.

On behalf of the Board of Directors

"Rob Leckie"

Rob Leckie, CEO and Director

[email protected]
604-681-1568
X: @FutureFuelsInc
www.futurefuelsinc.com

About ValOre Metals Corp.

ValOre Metals Corp. is a Canadian company with a team aiming to deploy capital and knowledge on projects which benefit from substantial prior investment by previous owners, existence of high-value mineralization on a large scale, and the possibility of adding tangible value through exploration and innovation.

On behalf of the Board of Directors,

"Jim Paterson"

James R. Paterson, Chairman

ValOre Metals Corp.

For further information about ValOre Metals Corp., or this news release, please visit our website at www.valoremetals.com or contact Investor Relations by email at [email protected].

ValOre Metals Corp. is a proud member of Discovery Group. For more information please visit: http://www.discoverygroup.ca/

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws.

Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "adjacent", "plans", "prolific", "focus", "extension", "intended", "advance", "potential", "opportunity," "impact", "establish", "propose", "strategic", "important", "plan", "milestone", "prime", "success", "undertake", "provide", "preeminent", "contemplate", "exposure", "strong", "transformation", "represent", "numerous", "accessible", "intension", "ability", "intend", "identify", "expand", variants of these words and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of exploration plans or business and financing objectives of each of ValOre, Future Fuels and Future Fuels Athabasca Inc., and the HUC Properties acquired pursuant to the Acquisition.

All statements that describe ValOre's and Future Fuels' plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by each of ValOre's and Future Fuels' management, and so involve inherent risks and uncertainties, including such further risks as disclosed in Future Fuels' periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by ValOre or Future Fuels that the actual results realized in the future will be the same in whole or in part as those presented herein. Readers are referred to the additional information regarding each of ValOre's and Future Fuels' respective businesses contained in the reports filed with the securities regulatory authorities in Canada. Although ValOre and Future Fuels have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on ValOre and Future Fuels and the risks and challenges of their business, investors should review ValOre's and Future Fuels' respective filings that are available at www.sedarplus.ca

Each of ValOre and Future Fuels provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. Neither ValOre nor Future Fuels assumes any obligation to update or revise any forward-looking statements, other than as required by law.

SOURCE: Future Fuels Inc.

View the original press release on ACCESS Newswire

S.Clark--SMC