Uranium One Mining Corp. is pleased to announce that, further to the news release dated June 26, 2026, the Company has completed the acquisition (the “Transaction”) of all of the issued and outstanding common shares of 1583644 B.C. Ltd. (“NumberCo”), a private corporation incorporated under the laws of British Columbia, from the shareholders of NumberCo (the “NumberCo Shareholders”), pursuant to the terms of a share exchange agreement (the “Share Exchange Agreement”) dated effective June 26, 2026, as amended by an amending agreement dated effective October 27, 2026 (the “Amending Agreement”). In connection with the Transaction, NumberCo acquired a 100% undivided legal and beneficial interest in each of: (i) the Foghorn mineral property located in British Columbia (the “Foghorn Property”), comprising certain Crown grants and mineral claims, from 0782618 B.C. Ltd.; and (ii) the Pasfield Lake mineral property located in Saskatchewan (the “Pasfield Lake Property”), comprising certain mineral claims, from Zadar Minerals Corp., pursuant to two property purchase agreements (collectively, the “Property Purchase Agreements”) which closed prior to or concurrently with the completion of the Transaction.
Transaction Terms
Unless otherwise indicated, all dollar amounts in this news release are expressed in Canadian dollars. Pursuant to the terms of the Share Exchange Agreement, as amended by the Amending Agreement, Uranium One acquired all of the issued and outstanding common shares of NumberCo in exchange for the issuance of an aggregate of 27,060,000 common shares of Uranium One (the “Consideration Shares”) to the NumberCo Shareholders on a pro rata basis in accordance with their respective shareholdings. The Consideration Shares were issued at a deemed price of C$0.20 per Consideration Share. In connection with the closing of the Property Purchase Agreements, NumberCo issued an aggregate of 12,060,000 common shares (the “Property Purchase Shares”) as consideration for the acquisition of the Foghorn Property and the Pasfield Lake Property, of which 6,700,000 Property Purchase Shares were issued to 0782618 B.C. Ltd. and 2,200,000 Property Purchase Shares were issued to Bua Capital Management Ltd. in respect of the Foghorn Property, and 3,160,000 Property Purchase Shares were issued to Zadar Minerals Corp. in respect of the Pasfield Lake Property. In addition, Uranium One paid C$250,000 in cash to one of the arm’s length vendors of the Foghorn Property in connection with the acquisition of the Foghorn Property. The Foghorn Property is subject to a 3% net smelter returns royalty in favour of 0782618 B.C. Ltd., with a buyback right for up to 1.5% upon payment of C$500,000 for each 0.5% so purchased. The Pasfield Lake Property is subject to an existing 2% net smelter returns royalty in favour of Canterra Minerals Corporation, subject to a buy-down right to 1% upon payment of C$1,000,000. NumberCo has assumed all obligations in respect of such royalties.
All closing conditions have been satisfied including, without limitation, (a) the receipt by each party of all necessary consents and approvals, including approval of the CSE, (b) the completion of the Property Purchase Agreements and the acquisition by NumberCo of a 100% undivided legal and beneficial interest in each of the Foghorn Property and the Pasfield Lake Property, free and clear of all encumbrances other than the permitted encumbrances set out in the Share Exchange Agreement, (c) the issuance of the Consideration Shares to the NumberCo Shareholders, (d) each party’s representations and warranties in the Share Exchange Agreement being true and correct in all material respects as of the closing date, and (e) each party completing its covenants and obligations as contained in the Share Exchange Agreement.
No finder’s fees or commissions were payable by the Company in connection with the Transaction.
Advertisement
Amending Agreement
In connection with the closing of the Transaction, the Company, NumberCo and the NumberCo Shareholders entered into the Amending Agreement to the Share Exchange Agreement. The Amending Agreement was entered into primarily to restructure the Transaction for tax purposes, including by replacing the tax election mechanic originally contemplated by the Share Exchange Agreement with a tax-deferred rollover mechanism available to Canadian resident NumberCo Shareholders under the Income Tax Act (Canada), and does not change the end consideration payable to the NumberCo Shareholders. The Amending Agreement also corrected certain errors in the legal description of the Foghorn Property and extended the Termination Date (as defined in the Share Exchange Agreement) from September 30, 2026 to October 31, 2026.
Determination of Consideration
The consideration payable by the Company in connection with the Transaction was determined through arm’s length negotiations between the Company and the NumberCo Shareholders, having regard to, among other things, the size, location, and exploration potential of the Foghorn Property and the Pasfield Lake Property, the historical exploration data available in respect of the properties, the current market conditions for uranium and critical minerals exploration assets, the Company’s assessment of the strategic value of the properties to its existing project portfolio, and the deemed price per Consideration Share relative to the prevailing market price of the Company’s common shares at the time the Share Exchange Agreement was negotiated. The aggregate deemed value of the consideration payable for both properties was C$5,662,000, comprised of 27,060,000 Consideration Shares at a deemed price of C$0.20 per share, representing an aggregate deemed share value of C$5,412,000, and C$250,000 in cash. The deemed price of C$0.20 per Consideration Share was determined based on the closing price of the Company’s common shares on the Canadian Securities Exchange at the time the terms of the Transaction, as amended, were agreed upon.
Vendor Acquisition Costs
Advertisement
NumberCo acquired the Foghorn Property and the Pasfield Lake Property from 0782618 B.C. Ltd. and Zadar Minerals Corp., respectively, pursuant to the Property Purchase Agreements, which closed prior to or concurrently with the completion of the Transaction. The aggregate consideration paid by NumberCo for the acquisition of both properties consisted of 12,060,000 Property Purchase Shares. Pursuant to the Transaction, each NumberCo common share was exchanged for one Consideration Share on a 1:1 basis at a deemed price of C$0.20 per Consideration Share, implying a deemed value of C$0.20 per Property Purchase Share and an aggregate implied deemed value of the 12,060,000 Property Purchase Shares of C$2,412,000. The NumberCo Shareholders acquired their aggregate 15,000,000 common shares of NumberCo through a private placement at a price of C$0.005 per share, which closed on May 15, 2026, prior to the negotiation of the Transaction. To the knowledge of the Company, neither 0782618 B.C. Ltd. nor Zadar Minerals Corp. incurred significant expenditures to develop or advance the Foghorn Property or the Pasfield Lake Property, respectively, prior to the closing of the Property Purchase Agreements, and there has been no exploration, development, or production activity on either property in the two years prior to the Transaction. The Company’s aggregate consideration for the acquisition of NumberCo, which held the Foghorn Property and the Pasfield Lake Property as its sole material assets, consisted of 27,060,000 Consideration Shares issued at a deemed price of C$0.20 per share (representing an aggregate deemed share value of C$5,412,000) and C$250,000 in cash, for aggregate consideration of C$5,662,000. The difference between the consideration paid by NumberCo to acquire the properties and the consideration paid by the Company to acquire NumberCo reflects the terms negotiated at arm’s length between the Company and the NumberCo Shareholders, having regard to the factors described under “Determination of Consideration” above.
Relationship Disclosure
To the knowledge of the Company, none of the directors, officers, or insiders of the Company, or any of their respective associates or affiliates, had any interest in, or any existing relationship with, NumberCo, the NumberCo Shareholders, 0782618 B.C. Ltd., or Zadar Minerals Corp., or any of their respective directors, officers, or insiders, prior to the negotiation of the Transaction, other than as may be disclosed in the Company’s public disclosure documents filed on SEDAR+. The Company notes that Bua Capital Management Ltd., one of the NumberCo Shareholders, held 25,000 common shares of the Company acquired through open market purchases and 250,000 non-flow-through units of the Company acquired pursuant to the Company’s non-brokered private placement, in each case prior to the closing of the Transaction. A revised Form 9 has been filed in connection with the closing of the Transaction to reflect Bua Capital Management Ltd.’s existing shareholding in the Company. The Transaction has not resulted in any new board appointments or the creation of a new control person of the Company.
Resale Restrictions
As a condition of the CSE’s approval of the Transaction, an extended hold period (the “Extended Hold”) has been applied to the Consideration Shares. The Consideration Shares are subject to resale restrictions and will not be released for trading until the later of: (i) four (4) months from the closing date of the Transaction; (ii) ten (10) trading days following the filing of a current NI 43-101 technical report for each of the Foghorn Property and the Pasfield Lake Property; and (iii) ten (10) trading days following the filing of the Company’s financial statements that reflect the acquisition value of the Transaction, not as a subsequent event. The Company intends to commission updated NI 43-101 technical reports for each of the Foghorn Property and the Pasfield Lake Property following the closing of the Transaction.
Advertisement
The Properties
The Foghorn Property is a historical polymetallic exploration project located in British Columbia comprising approximately 40 Crown-granted mineral claims covering approximately 614 hectares (1,517 acres). The Foghorn Property is at an early stage of exploration and has no established mineral resources or mineral reserves, no current mining operations, and no recent exploration expenditures by the vendors prior to the Transaction. Historical exploration on the property dates back to the early 1900s and has included reported geological mapping, approximately 17,280 metres of diamond drilling across approximately 368 drill holes conducted between 1943 and 1976, underground development, trenching, sampling, and metallurgical testing targeting uranium, fluorite and other critical minerals. The property hosts multiple styles of mineralization and offers potential for modern exploration using contemporary geological and geophysical techniques. The Company’s interest in the Foghorn Property is held through Crown-granted mineral claims; no additional patents, licenses, or permits material to the exploration or development of the property have been acquired in connection with the Transaction. The Company believes the project represents an attractive opportunity to evaluate historical exploration results through a systematic, multi-commodity exploration approach.
The Company has reviewed available historical technical reports and geological data relating to the Foghorn Property but has not independently verified all historical exploration information, and such information should not be relied upon.
The Pasfield Lake Property consists of a prospecting permit covering approximately 4,400 hectares (10,873 acres) in northeastern Saskatchewan. The property is located within a prospective uranium district approximately 100 kilometres northwest of the Collins Bay mining area and 60 kilometres northwest of the Cigar Lake Mine. Historical exploration in the broader Pasfield Lake area has identified surface uranium occurrences, while modern exploration has been relatively limited. The property is situated within a region considered prospective for unconformity-related uranium mineralization and provides Uranium One with exposure to one of the world’s premier uranium jurisdictions. Mineralization on nearby properties or mines is not necessarily indicative of mineralization on the Pasfield Lake Property.
The Company has reviewed available historical technical reports and geological data relating to the Pasfield Lake Property but has not independently verified all historical exploration information, and such information should not be relied upon.
Advertisement
The acquisitions complement Uranium One’s strategy of assembling a diversified portfolio of prospective uranium exploration assets across Canada, providing exposure to multiple geological settings with significant exploration upside and long-term discovery potential.
About Uranium One Mining Corp.
Uranium One Mining Corp. is a Canadian mineral exploration company focused on the acquisition, exploration, and development of uranium projects and select battery metals assets. The Company is advancing a diversified portfolio of high-potential projects in Canada, Paraguay and Argentina, with a strategic focus on assets positioned to benefit from the increasing global demand for nuclear energy and secure energy supply chains.
The Company’s projects include the Quark Uranium Project, the Yuty Prometeo Uranium Project, and the Nucleon Uranium Project, each of which offers potential for future exploration and potential for resource expansion.
Uranium One Mining Corp. is committed to responsible exploration practices, disciplined capital allocation, and the creation of long-term shareholder value through the systematic advancement of its project portfolio.
Advertisement
About 1583644 B.C. Ltd.
1583644 B.C. Ltd. is a private corporation incorporated under the laws of British Columbia for the purpose of acquiring the Foghorn Property and the Pasfield Lake Property. Following the completion of the Transaction, 1583644 B.C. Ltd. is a wholly-owned subsidiary of the Company.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by Lawrence Segerstrom, a consulting geologist who is a “Qualified Person” as such term is defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Advertisement
On Behalf of the Uranium One Mining Corp. Board of Directors:
“David Greenway”
David Greenway, CEO
For further information, please contact:
Uranium One Mining Corp.
Advertisement
Brent Rusin
Phone: +1 672-533-0348
Email: info@uraniumone.com
Website: www.uraniumone.com
Cautionary Note Regarding Forward-Looking Statements and Information
Advertisement
This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively, “Forward-Looking Statements”). Forward-Looking Statements relate to future events or performance and may be identified by words such as “expects,” “intends,” “plans,” “may,” “will,” “potential” and similar expressions.
Forward-Looking Statements in this news release include statements regarding the anticipated benefits of the Transaction; the Company’s intention to commission updated NI 43-101 technical reports for the Foghorn Property and the Pasfield Lake Property; the timing of satisfaction of the conditions for release of the Consideration Shares from the Extended Hold; the exploration and discovery potential of the Company’s properties, including potential resource expansion; and the Company’s exploration strategy and objectives.
These Forward-Looking Statements are based on management’s current expectations and material assumptions that sufficient financing, qualified personnel and equipment will be available; required permits, authorizations and property interests will be obtained or maintained; historical exploration information will be available and suitable for evaluation; technical reports and financial statements required for release of the Extended Hold can be completed and filed; and commodity prices and market and regulatory conditions will support the Company’s exploration strategy.
Actual results may differ materially from those expressed or implied by Forward-Looking Statements due to risks and uncertainties, including the availability and cost of financing, personnel and equipment; unreliable or unverifiable historical exploration information; the speculative nature of mineral exploration and the possibility that future work will not confirm historical findings or identify economically significant mineralization; delays in completing or filing technical reports or financial statements and satisfying the conditions for release of the Extended Hold; title, tenure, royalty and other property obligations; permitting, environmental, technical and operational risks; and changes in commodity prices, market conditions and applicable laws. There can be no assurance that the conditions for release of the Extended Hold will be satisfied within any particular timeframe.
Although management believes these expectations and assumptions are reasonable, there can be no assurance that any Forward-Looking Statements will prove accurate. Readers should not place undue reliance on them.
Advertisement
The foregoing list of risks and uncertainties is not exhaustive. Additional information regarding risks and uncertainties affecting the Company and its business is available in the Company’s continuous disclosure documents filed under its profile on SEDAR+ at www.sedarplus.ca.
The Forward-Looking Statements contained in this news release are made as of October 29, 2026, and are expressly qualified in their entirety by this cautionary note. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any Forward-Looking Statements, whether as a result of new information, future events, changes in circumstances or otherwise.
