Valkea Completes Option of Legacy Australian Properties to S2 Resources

Rhea-AI Summary

Valkea Resources Corp (TSXV: OZ) (OTCQB: OZBKF) has finalized two significant option agreements with S2 Resources Corp for its Australian properties:

1. The YBWSS Option allows S2 to earn an 80% interest in the Yuengroon, Ballarat West and Silver Spoon projects by investing A$1.2 million over four years, with Valkea retaining 20%.

2. The Glenfine Option enables S2 to acquire a 51% stake in the Glenfine project through A$200,000 in expenditure over four years, with current partners maintaining 49%.

If any party's joint venture interest falls below 10%, it converts to a 2% net smelter return royalty. The agreements, previously outlined in a February 28, 2024 LOI, received shareholder approval on September 3, 2024. Additionally, Valkea granted 98,750 DSUs to non-executive directors at $0.40 per unit for Q4 2024 services.

Positive

• Option agreements secure A$1.4M in exploration funding for Australian properties
• Retains significant ownership stakes (20% in YBWSS, 49% in Glenfine)
• 2% NSR royalty protection if interest falls below 10%

Negative

• Significant reduction in ownership of core Australian assets
• Loss of operational control over properties

Vancouver, British Columbia--(Newsfile Corp. - March 4, 2025) - Valkea Resources Corp. (TSXV: OZ) (OTCQB: OZBKF) (the "Company" or "Valkea") is pleased to announce that it has completed the grant of an option (the "YBWSS Option") on its Yuengroon, Ballarat West and Silver Spoon projects located in Australia to S2 Resources Corp ("S2"), as previously announced on December 4, 2024. Pursuant to the YBWSS Option, S2 can earn an 80% interest in the Yuengroon, Ballarat West and Silver Spoon projects by sole-funding total expenditures of A$1.2 million within four years.

The Company also announces that it has granted S2 an option (the "Glenfine Option" and, together with the YBWSS Option, the "Options") on its Glenfine project located in Australia. Pursuant to the Glenfine Option, S2 can earn a 51% interest in the Glenfine project by sole-funding total expenditures of A$200,000 within four years.

Upon exercise of the YBWSS Option, S2 will hold an 80% interest in the Yuengroon, Ballarat West and Silver Spoon projects, and Valkea will retain a 20% interest. Upon exercise of the Glenfine Option, S2 will hold a 51% interest in the Glenfine project, and the current Glenfine partners will retain a 49% interest. If a party's joint venture interest is diluted below 10%, it will automatically convert to a 2% net smelter return royalty.

The Company and S2 had previously entered into a letter of intent dated February 28, 2024 (the "LOI") with respect to the Options. The terms of the definitive agreements governing the Options are consistent with the terms of the LOI.

The Options were approved by disinterested shareholders of the Company at a special meeting held on September 3, 2024. Approval by disinterested shareholders satisfied TSX-V requirements and the minority shareholder approval requirement of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), both of which were applicable due to S2 being a "related party" of the Company by virtue of S2 being an insider of the Company. The Company is exempt from the formal valuation requirements of MI 61-101 contained in sections 5.5(a) of MI 61-101 on the basis of the exemption contained in section 5.5(b) of MI 61-101 as the Company's common shares are not listed on a specified market.

DSU Grant to Non-Executive Directors

The Company also announces the grant of an aggregate of 98,750 DSUs to its non-executive directors at a deemed price of $0.40 per DSU. These DSUs were granted in consideration for services rendered by the directors for the quarter ended December 31, 2024 and are priced based on the closing price of the Company's shares on March 3, 2024.

About Valkea Resources

Valkea Resources is at the forefront of gold exploration in Finland's highly prospective Central Lapland Greenstone Belt. With an extensive portfolio of high-potential projects, including the flagship Paana project, Valkea Resources is committed to discovering and advancing significant gold deposits in one of the world's emerging gold districts.

Contact Information

For more information please contact:

Chris Donaldson, Chief Executive Officer and Director
Email: info@valkea.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains forward-looking statements or forward-looking information relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements in this news release include but are not limited to the Company's exploration plans.

Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: details regarding the Meeting. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include but are not limited to: the Company's early stage of development; the fluctuation of the price of metals; the availability of additional funding as and when required; the speculative nature of mineral exploration and development; the timing and ability to maintain and, where necessary, obtain necessary permits and licenses; the uncertainty in geologic, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks, including access to water and power; environmental risks and hazards; risks associated with negative operating cash flow; and risks associated with dilution. For a further discussion of risks relevant to the Company, see the Company's other public disclosure documents.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243161

FAQ

What are the terms of S2 Resources' option agreement for Valkea's (OZBKF) Australian properties?

S2 can earn 80% in Yuengroon, Ballarat West and Silver Spoon by investing A$1.2M over 4 years, and 51% in Glenfine for A$200,000 over 4 years.

What happens if a joint venture partner's interest in OZBKF projects drops below 10%?

The interest automatically converts to a 2% net smelter return royalty.

When did shareholders approve the S2 Resources option agreements for OZBKF's Australian assets?

Disinterested shareholders approved the options at a special meeting on September 3, 2024.

How many DSUs did Valkea (OZBKF) grant to non-executive directors and at what price?

Valkea granted 98,750 DSUs at $0.40 per unit for Q4 2024 services.