ValOre Provides Update on Hatchet Uranium Corp. Transaction


(a)   Option agreement dated October 29, 2024, as amended by agreements dated February 7, 2025, January 21, 2026, and February 19, 2026 (the “Skyharbour Option Agreement”).  Pursuant to the Skyharbour Option Agreement, HUC acquired an option to acquire an 80% interest in the Highway Property for total consideration of $245,000 cash, $1,050,000 payable in HUC shares, and $2,050,000 in exploration expenditures over a period of three years.  Upon exercise of the option, Skyharbour and HUC would form an 80/20 joint venture to develop the Highway Property.  Skyharbour would retain a 2% NSR royalty, and HUC would have the right to purchase 1% of the royalty for $1,000,000. Pursuant to a letter agreement dated February 7, 2025, the properties subject to the option were expanded to include five additional claims known as the Horton Claims and the Lynx Claims. As consideration for including these additional claims, HUC paid Skyharbour a cash fee of $8,000. On October 29, 2025, HUC issued 51,020 HUC shares to Skyharbour to satisfy the option payment payable in shares which was due on October 29, 2025.  Pursuant to a “side letter” amending agreement dated April 16, 2026, the Skyharbour Option Agreement was amended to provide that the shares issuable to satisfy option payment obligations  would be issued at a deemed price per share equivalent to the greater of (A) the 20 day VWAP at the time of issuance, and (B) $0.10. Based on a minimum share issue price of $0.10/share, the maximum number of additional HUC share issuable to exercise the option would be 10,250,000 HUC shares, subject to a “blocker” provision. The “blocker” provision provides that if the issuance of HUC shares pursuant to the exercise of the option would result in Skyharbour holding 10% or more of the outstanding shares of HUC (or successor), HUC (or successor) would issue that number of shares which would result in Skyharbour receiving 9.9% of the issued and outstanding shares of HUC (or successor) post -issuance, and will pay cash in lieu of the value of the shares for the difference. The side letter also includes a “blocker” that restricts Skyharbour from exercising any warrants to purchase shares of HUC (or its successor) if after such exercise, Skyharbour will own 10% or more of the outstanding shares of HUC (or its successor).



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