GoviEx Uranium Receives Final Order Approving Arrangement with Tombador Iron

Rhea-AI Summary

GoviEx Uranium (OTCQB: GVXXF) announced the Supreme Court of British Columbia granted the Final Order approving its plan of arrangement with Tombador Iron (ASX: TI1) on November 5, 2025.

The Arrangement, previously approved by GoviEx securityholders on October 24, 2025, will make GoviEx a wholly owned subsidiary of Tombador on closing, which is expected on or about November 12, 2025 subject to closing conditions in the amended arrangement agreement dated September 5, 2025. GoviEx's last TSXV trading day is expected to be November 10, 2025 and last OTCQB trading day November 11, 2025, with ASX trading as Atomic Eagle forecast to begin on November 18, 2025.

Positive

• Final Order granted by Supreme Court of British Columbia on Nov 5, 2025
• GoviEx securityholder approval completed on Oct 24, 2025
• Expected closing and ownership transfer on or about Nov 12, 2025
• Planned ASX trading as Atomic Eagle starting Nov 18, 2025

Negative

• Closing remains subject to satisfaction or waiver of outstanding closing conditions
• Expected cessation of TSXV trading with last day on Nov 10, 2025
• Expected cessation of OTCQB trading with last day on Nov 11, 2025

Vancouver, British Columbia--(Newsfile Corp. - November 6, 2025) - GoviEx Uranium Inc. (TSXV: GXU) (OTCQB: GVXXF) ("GoviEx" or the "Company") is pleased to announce that on November 5, 2025 the Supreme Court of British Columbia granted the Final Order approving the previously announced plan of arrangement (the "Arrangement") with Tombador Iron Limited (ASX: TI1) ("Tombador") under the Business Corporations Act (British Columbia), which will result in GoviEx becoming a wholly-owned subsidiary of Tombador on closing of the Arrangement. As previously announced, the Arrangement was approved by GoviEx shareholders, warrantholders, and optionholders (collectively, the "GoviEx Securityholders") at a special meeting of GoviEx Securityholders held on October 24, 2025.

Closing of the Arrangement remains subject to satisfaction of certain closing conditions set forth in the amended and restated arrangement agreement between GoviEx and Tombador dated as of September 5, 2025. Assuming that the conditions to closing are satisfied or waived, it is currently expected that the Arrangement will be completed and closed on or about November 12, 2025. Accordingly, it is expected that GoviEx's last trading day on the TSXV will be November 10, 2025 and on the OTCQB on November 11, 2025, with trading on the ASX as Atomic Eagle forecast to commence on November 18, 2025.

Further information about the Arrangement can be found in GoviEx's management information circular dated September 10, 2025 and related continuous disclosure documents, which are available on SEDAR+ (www.sedarplus.ca).

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

About GoviEx Uranium Inc.

GoviEx (TSXV: GXU) (OTCQB: GVXXF), is a mineral resource company focused on the exploration and development of uranium properties in Africa. GoviEx's principal objective is to become a significant uranium producer through the continued exploration and development of its mine-permitted Muntanga Project in Zambia.

Contact Information

Isabel Vilela, Head of Corporate Communications
Daniel Major, Chief Executive Officer
Tel: +1-604-681-5529 Email: info@goviex.com Web: www.goviex.com

Cautionary Statement Regarding Forward-Looking Information

This news release may contain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities laws. All information and statements other than statements of current or historical facts contained in this news release are forward-looking information. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in GoviEx's periodic filings with Canadian securities regulators. When used in this news release, words such as "will", "could", "plan", "estimate", "expect", "intend", "may", "potential", "should," and similar expressions, are forward-looking statements. Information provided in this document is necessarily summarized and may not contain all available material information. Forward-looking statements in this announcement include but are not limited to, statements regarding: the expected timetable and the outcome and effects of the Arrangement. Although GoviEx believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) that GoviEx and Tombador will obtain or satisfy, in a timely manner or otherwise, the conditions to the closing of the Arrangement; (ii) the ability of GoviEx and Tombador to complete the Arrangement on the terms described herein or at all; (iii)Tombador will be able to satisfy ASX requirements for re-admission to the official list on the ASX; (iv) Tombador will change its name to Atomic Eagle Ltd.; (v) the plans and strategies of GoviEx and Tombador; (v) the future performance of Atomic Eagle Ltd; (vi) that the current uranium upcycle will continue and expand; (vii) that the integration of nuclear power into power grids worldwide will continue as a clean energy alternative; and (viii) that the price of uranium will remain sufficiently high and the costs of advancing GoviEx's mining projects will remain sufficiently low so as to permit GoviEx to implement its business plans in a profitable manner. Factors that could cause actual results to differ materially from expectations include: (i) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, conditions to the closing of the Arrangement; (ii) the possibility that Tombador's ordinary shares are not re-admitted to the official list of the ASX, under the name Atomic Eagle Ltd or at all; (iii) the failure to realize the expected benefits of the Arrangement; (iv) the inability of the Company to conduct its planned exploration program for any reason; (v) the inability of the Company to raise financing for Muntanga for any reason; (vi) a regression in the uranium market price; (vii) an inability or unwillingness to include or increase nuclear power generation by major markets; (viii) potential delays due to new or ongoing health or environmental restrictions; (ix) the failure of GoviEx's projects, for technical, logistical, labour-relations, political, or other reasons; (x) a decrease in the price of uranium below what is necessary to sustain GoviEx's or Tombador's operations; (xi) an increase in GoviEx's or Tombador's operating costs above what is necessary to sustain their operations; (xii) accidents, labour disputes, or the materialization of similar risks; (xiii) a deterioration in capital market conditions that prevents GoviEx or Tombador from raising the funds they require on a timely basis; (xiv) political instability in the jurisdictions where GoviEx operates; and (xv) generally, GoviEx's or Tombador's inability to develop and implement a successful business plan for any reason. In addition, the factors described or referred to in the section entitled "Risk Factors" in the MD&A for the year ended December 31, 2024, as well as the Annual Information Form for the year ended December 31, 2024, of GoviEx, which are available on the SEDAR+ website at www.sedarplus.ca, should be reviewed in conjunction with the information found in this news release. Although GoviEx has attempted to identify important factors that could cause actual results, performance, or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance, or achievements not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances, or results will materialize. As a result of these risks and uncertainties, no assurance can be given that any events anticipated by the forward-looking information in this news release will transpire or occur, or, if any of them do so, what benefits GoviEx will derive therefrom. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and GoviEx disclaims any intention or obligation to update or revise such information, except as required by applicable law.

Cautionary Note to United States Persons:

The disclosure contained herein does not constitute an offer to sell or the solicitation of an offer to buy securities of GoviEx.

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements including but not limited to those referenced above collectively as "forward-looking statements" under the "Cautionary Statement Regarding Forward-Looking Information" involve known and unknown risks, uncertainties and other factors which may cause the actual results, the performance or achievements of GoviEx to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273423

FAQ

What did GoviEx (GVXXF) announce on November 6, 2025 about the Tombador arrangement?

GoviEx announced the Supreme Court granted the Final Order approving the arrangement with Tombador on Nov 5, 2025, moving toward closing.

When is the GoviEx and Tombador arrangement expected to close for GVXXF?

Assuming conditions are satisfied or waived, the Arrangement is expected to close on or about Nov 12, 2025.

What are the expected last trading dates for GoviEx shares (GVXXF) on TSXV and OTCQB?

GoviEx's expected last TSXV trading day is Nov 10, 2025 and last OTCQB trading day is Nov 11, 2025.

When is trading on the ASX expected to begin for the combined company after the GVXXF arrangement?

Trading on the ASX as Atomic Eagle is forecast to commence on or about Nov 18, 2025.

Was shareholder approval obtained for the GVXXF arrangement with Tombador and when?

Yes; GoviEx securityholders approved the Arrangement at a special meeting on Oct 24, 2025.

Where can investors find more details about the GVXXF arrangement and terms?

Further details are available in GoviEx's management information circular dated Sep 10, 2025 and related documents on SEDAR+.