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ValOre Metals Corp. M&A Activity 2026

Mar 6, 2026

46350_rns_2026-03-06_7d982d17-1eb1-4fac-91bf-d45898b77550.pdf

M&A Activity

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FORM 51–102F3 MATERIAL CHANGE REPORT

ITEM #1 NAME & ADDRESS OF COMPANY

ValOre Metals Corp. (“ Valore ” or the “ Company ”) 1020-800 West Pender Street Vancouver, BC, V6C 2V6

ITEM #2 DATES OF MATERIAL CHANGES

February 26, 2026

ITEM #3 NEWS RELEASES

A news release relating to the material change was disseminated on February 26, 2026 through GlobeNewswire and a copy was filed under ValOre's issuer profile on SEDAR+ (www.sedarplus.ca).

ITEM #4 SUMMARY OF MATERIAL CHANGES

On February 26, 2026, Future Fuels Inc. (TSXV: FTUR; FSE: S0J) (“ Future Fuels ”) and ValOre Metals Corp. (“ ValOre ”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) announced that Future Fuels, Hatchet Uranium Corp. (“ HUC ”), a 51% owned subsidiary of ValOre, and 1564470 B.C. Ltd. (“ Subco ”), a wholly-owned subsidiary of Future Fuels, have entered into an amalgamation agreement (the “ Amalgamation Agreement ”), pursuant to which Future Fuels has agreed to acquire all of the issued and outstanding securities of HUC by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the “ Acquisition ”). Upon completion of the Acquisition, the amalgamated entity will continue as a wholly-owned subsidiary of Future Fuels and is expected to change its name to “Future Fuels Athabasca Inc.”

ITEM #5 FULL DESCRIPTION OF MATERIAL CHANGES

On February 26, 2026, Future Fuels Inc. (TSXV: FTUR; FSE: S0J) (“ Future Fuels ”) and ValOre Metals Corp. (“ ValOre ”) (TSXV: VO; OTCQB: KVLQF; Frankfurt: KEQ0) announced that Future Fuels, Hatchet Uranium Corp. (“ HUC ”), a 51% owned subsidiary of ValOre, and 1564470 B.C. Ltd. (“ Subco ”), a wholly-owned subsidiary of Future Fuels, have entered into an amalgamation agreement (the “ Amalgamation Agreement ”), pursuant to which Future Fuels has agreed to acquire all of the issued and outstanding securities of HUC by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) (the “ Acquisition ”). Upon completion of the Acquisition, the amalgamated entity will continue as a wholly-owned subsidiary of Future Fuels and is expected to change its name to “Future Fuels Athabasca Inc.”

Terms of the Amalgamation Agreement

Under the terms of the Amalgamation Agreement, HUC will amalgamate with Subco, and Future Fuels will acquire all of the outstanding securities of HUC on the following basis: (i) each common share of HUC (each, a “ HUC Share ”) will be 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 ”) will be exchanged for 0.760836 of a common share purchase warrant of Future Fuels (each whole warrant, a “ Consideration Warrant ”).

In connection with the Amalgamation Agreement, HUC has also 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 will acquire an unsecured convertible debenture (the “ HUC Convertible Debenture ”) in the principal amount of $250,000, bearing interest at 0% per annum and automatically convertible into 5,000,000 HUC Shares immediately prior to the completion of the Acquisition, subject to certain conditions.

In total, it is expected that there will be 19,715,165 HUC Shares and 1,452,013 HUC Warrants issued and outstanding immediately prior to the completion of the Acquisition, and that approximately 15,000,007 Consideration Shares and 1,104,743 Consideration Warrants will be issued to the former securityholders of HUC upon completion of the Acquisition. The Consideration Shares and Consideration Warrants issued to the HUC securityholders may be 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 voluntary contractual restrictions on transfer will apply to such securities:

  • (i) 2,353,905 of the Consideration Shares will be subject to the following hold periods: 1/12th 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 ”);

  • (ii) 12,646,095 of the Consideration Shares will be subject to the following 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;

  • (iii) 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 hold periods: 1/12th 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

  • (iv) 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 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 completion of the Acquisition is subject to certain conditions precedent, including, but not limited to, the following:

  • a) the Exchange shall have conditionally approved the Acquisition

  • b) the shareholders of HUC shall have approved the Acquisition and Amalgamation at a special meeting of the HUC shareholders (the “ HUC Meeting ”);

  • c) rights of dissent with respect to the amalgamation shall not have been exercised by HUC shareholders holding more than 10% of the outstanding HUC Shares; and

  • d) HUC shall have a working capital deficit of not more than $200,000 and no long-term debt (other than the HUC Convertible Debenture) as at the Closing Date.

There can be no guarantees that the Transaction will be completed as contemplated or at all.

ITEM # 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51– 102

Not Applicable

ITEM #7 OMITTED INFORMATION

Not Applicable

ITEM #8 EXECUTIVE OFFICER

The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:

Jeff Dare Corporate Secretary Tel: (604) 646-4527

ITEM #9 DATE OF REPORT

DATED at Vancouver, BC, this 6th day of March, 2026.