ValOre Announces Definitive Agreement to Acquire South Atlantic Gold: Forming a 99.924-Hectare Precious Metals District in Ceara State, Brazil

ValOre Metals and South Atlantic Gold Announce Amalgamation Agreement

Vancouver, British Columbia, March 26, 2025 – ValOre Metals Corp. (ValOre) (TSX-V: VO, OTCQB: KQLVF, Frankfurt: KEQ0) and South Atlantic Gold Inc. (South Atlantic) (TSX-V: SAO) are thrilled to announce that they have reached an agreement for ValOre to acquire South Atlantic. The companies have entered into an amalgamation agreement (the “Agreement”) on March 26, 2025.

Terms of the Agreement

Under the terms of the Agreement, South Atlantic and 1529317 B.C. Ltd. (“ValOre Subco”), a wholly-owned subsidiary of ValOre, will amalgamate under the Business Corporations Act (British Columbia) (the “Amalgamation”). Upon completion of the transaction (the “Proposed Transaction”), the company resulting from the Amalgamation (“Amalco”) will be a wholly-owned subsidiary of ValOre.

Benefits of the Proposed Transaction

The Proposed Transaction is expected to bring several benefits to ValOre and its shareholders:

  • Addition of South Atlantic’s high-potential projects in Newfoundland and Labrador to ValOre’s portfolio
  • Increased scale and diversification for ValOre
  • Access to South Atlantic’s experienced team and expertise
  • Potential for increased market visibility and liquidity

Impact on Shareholders

South Atlantic shareholders will receive consideration in the form of ValOre shares. The exact number of ValOre shares to be issued will be determined based on the exchange ratio, which will be established upon completion of the Proposed Transaction.

Impact on the Mining Industry and the World

The mining industry and the world as a whole may benefit from the Proposed Transaction in several ways:

  • Increased exploration and development activities in Newfoundland and Labrador
  • Advancement of new projects and potential discoveries
  • Creation of a larger, more diversified mining company that can contribute to the global mining sector’s growth
  • Potential for new opportunities for investors and stakeholders

Conclusion

ValOre Metals Corp. and South Atlantic Gold Inc.’s amalgamation agreement represents an exciting opportunity for both companies and their stakeholders. The transaction is expected to bring several benefits to ValOre and its shareholders, and potentially contribute to the growth of the mining industry and the world.

ValOre and South Atlantic remain committed to providing updates on the Proposed Transaction as more information becomes available.

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