South Atlantic and ValOre Announce Postponement of Shareholder Meeting to Approve Proposed Amalgamation and New Outside Date

(TheNewswire)

Vancouver, B.C. – June 10, 2025 – TheNewswire – ValOre Metals Corp. (“ValOre”) (TSX-V:VO, OTCQB: KVLQF, Frankfurt: KEQ0) and South Atlantic Gold Inc.(“South Atlantic”) (TSX-V: SAO) , todayannounced that, further to the joint newsrelease of South Atlantic and ValOre dated May 16, 2025, the annual general and special meeting (the “ Meeting ”) of theshareholders of South Atlantic (the “ South Atlantic Shareholders ”), which was previously scheduled to be held on June 13,2025 at 10:00 a.m. (Kelowna time), will now be held on June 27, 2025 at 10:00a.m. (Kelowna time) at 301-1665 Ellis Street,Kelowna, BC V1Y 2B3. South Atlantic, ValOre and1529317 B.C. Ltd. (“ Subco ”), a wholly-owned subsidiary of ValOreformed for the purpose of completing the Amalgamation (as definedbelow), have also entered into an amending agreement to theAmalgamation Agreement (as defined below) dated June 10, 2025 (the" AmendingAgreement ") providing for an extension ofthe Outside Date (as defined in the Amalgamation Agreement) from June30, 2025 to July 7, 2025 to permit the postponement of the Meeting.The Amending Agreement is available onValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca.

The postponement of the Meeting will provide SouthAtlantic Shareholders with further opp ortunityto tender their proxies and South Atlantic and ValOre with furtheropportunity to communicate with South Atlantic Shareholders regardingthe special resolution (the “ Amalgamation Resolution ”) approving anamalgamation (the “ Amalgamation ”)under the Business Corporations Act (British Columbia)involving South Atlantic, ValOre and Subco, whereby ValOre willindirectly acquire all of the issued and outstanding common shares inthe capital of South Atlantic in exchange for common shares of ValOrepursuant to the terms and conditions of an amalgamation agreementdated March 26, 2025 among South Atlantic, ValOre and Subco (the“ AmalgamationAgreement ”). The Amalgamation is moreparticularly described in the joint news release of South Atlantic andValOre dated March 26, 2025 and the management information circular ofSouth Atlantic dated May 13, 2025 (the “ Circular ”).

The board of directors of South Atlantic (the“ South AtlanticBoard ”) continues to unanimously recommendthat South Atlantic Shareholders vote FOR theAmalgamation.

ValOre and South Atlantic encourage South AtlanticShareholders to vote ahead of the Meeting using the form of proxy (the“ Proxy ”) or voting information form (the “ VIF ”), asapplicable, enclosed with the Circular. All South AtlanticShareholders are strongly encouraged to vote by submitting theircompleted Proxy or VIF, as applicable, prior to the Meeting by one ofthe means described in the Circular well in advance of the new proxydeadline of June 25, 2025 at 10:00 a.m. (Kelowna time).

Registered South Atlantic Shareholders are alsoencouraged to complete, sign and deliver the letter of transmittalenclosed with the Circular in accordance with the instructions set outtherein and in the Circular, including delivering such South AtlanticShareholder’s share certificates or DRS advices, as applicable, assoon as possible.

South Atlantic Shareholders who have questions or needassistance with voting or submitting their letter of transmittalshould contact Douglas Meirelles, President and Chief ExecutiveOfficer of South Atlantic, by telephone at 250-762-5777, or by emailat douglas@southatlanticgold.com.

In addition to passing theAmalgamation Resolution , the completion of theAmalgamation is subject to approval of the TSX Venture Exchange (“ TSXV ”) as well as other customary closing conditions fortransactions of its nature. The TSXV has provided conditional approvalof the Amalgamation. Subject to the satisfaction of such conditions,the Amalgamation is expected to be completed on July 3, 2025, beingthe third business day following the Meeting. The Amalgamation cannotclose until the required South Atlantic Shareholder approvals areobtained and there can be no assurance that the Amalgamation will becompleted as proposed or at all.

Investors are cautioned that, except as disclosed inthe Circular, any information released or received with respect to theAmalgamation may not be accurate or complete and should not be reliedupon.

About ValOre Metals Corp.

ValOre Metals Corp. (TSX-V: VO, OTCQB: KVLQF,Frankfurt: KEQ0) is a Canadian company with a team aiming to deploycapital and knowledge on projects which benefit from substantial priorinvestment by previous owners, existence of high-value mineralizationon a large scale, and the possibility of adding tangible value throughexploration and innovation.

For further information about ValOre Metals Corp., orthis news release, please visit our website at www.valoremetals.com orcontact InvestorRelations at 604-653-9464, or by email at contact@valoremetals.com .

ValOre is a proud member of Discovery Group. For moreinformation about Discovery Group, please visit its website atwww.discoverygroup.ca.

About South Atlantic Gold Inc.

South Atlantic is an exploration company engaged inacquiring and advancing mineral properties in the Americas.  Forfurther information, please visit our website atwww.southatlanticgold.com.

Additional Information

Further details regarding the terms of the Amalgamationare set out in the Amalgamation Agreement, which is available onValOre’s and South Atlantic’s respective SEDAR+ profiles at www.sedarplus.ca .Additional information regarding the terms of the AmalgamationAgreement, the background to the proposed transaction and how theSouth Atlantic Shareholders can participate in and vote at the Meetingare provided in the Circular, which has been mailed to the SouthAtlantic Shareholders and also filed on the South Atlantic’s SEDAR+profile at www.sedarplus.ca . South Atlantic Shareholders are urged to read these andother relevant materials.

No Offer or Solicitation

This news release does not constitute an offer to sell,or the solicitation of an offer to buy, any securities in anyjurisdiction pursuant to or in connection with the Amalgamation orotherwise, nor shall there be any sale, issuance or transfer ofsecurities in any jurisdiction in contravention of applicablelaw.

Cautionary Note RegardingForward-Looking Statements

This news release contains certain forward-lookingstatements and forward-looking information, as defined underapplicable Canadian securities laws (collectively, “ forward-looking statements ”). The words “will”, “intend”, “anticipate”,“could”, “should”, “may”, “might”, “expect”,“estimate”, “forecast”, “plan”, “potential”,“project”, “assume”, “contemplate”, “believe”,“shall”, “scheduled”, and similar terms and, within this newsrelease, include, without limitation, any statements (express orimplied) respecting: the Meeting, including, but not limited to, theanticipated effects of the postponement of the Meeting; the terms,conditions, proposed timing, satisfaction of conditions precedent to,anticipated benefits and completion of the Amalgamation; the timing,receipt and anticipated effects of regulatory and other approvals; andall other statements that are not statements of historical facts.Forward-looking statements are not guarantees of future performance,actions, or developments and are based on expectations, assumptionsand other factors that management currently believes are relevant,reasonable, and appropriate in the circumstances.

Although management believes that the forward-lookingstatements herein are reasonable, actual results could besubstantially different due to the risks and uncertainties associatedwith and inherent to each of ValOre’s and South Atlantic’srespective businesses (as more particularly described in each of theircontinuous disclosure filings available under their respective SEDAR+profile at www.sedarplus.ca), as well as the following particularrisks: risks that the postponement of the Meeting does not have theanticipated effects; risks that a condition to closing of theAmalgamation may not be satisfied; risks that the requisite SouthAtlantic Shareholder approvals, or other applicable approvals for theAmalgamation may not be obtained or be obtained subject to conditionsthat are not anticipated; the market price of parties’ respectivecommon shares and business generally; potential legal proceedingsrelating to the Amalgamation and the outcome of any such legalproceeding; the inherent risks, costs and uncertainties associatedwith transitioning the business successfully and risks of notachieving all or any of the anticipated benefits of the Amalgamation,or the risk that the anticipated benefits of the Amalgamation may notbe fully realized or take longer to realize than expected; theoccurrence of any event, change or other circumstances that could giverise to the termination of the Amalgamation Agreement; the risk thatthe Amalgamation will not be consummated within the expected timeperiod, or at all; and other risks discussed under the heading “RiskFactors” in the Circular.

Actual results or events could differ materially fromthose contemplated in forward-looking statements as a result of,without limitation, the following: the ability to secure the requiredSouth Atlantic Shareholder or regulatory approvals; the occurrence ofa material adverse effect, the receipt by South Atlantic of a superiorproposal, or the failure by either party to satisfy any other closingcondition in favour of the other provided for in the AmalgamationAgreement, which condition is not waived; general business, economic,competitive, political and social uncertainties; and the futureperformance, financial and otherwise, of ValOre and South Atlantic.All forward-looking statements included in this news release areexpressly qualified in their entirety by these cautionary statements.The forward-looking statements contained in this news release are madeas at the date hereof and neither ValOre nor South Atlantic undertakeany obligation to update publicly or to revise any of the includedforward-looking statements, whether as a result of new information,future events, or otherwise, except as may be required by applicablesecurities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term isdefined in policies of the TSX VentureExchange )accepts responsibility for the adequacy or accuracy of thisrelease.

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