ValOre and South Atlantic Provide Update on Proposed Amalgamation

VANCOUVER, British Columbia, May 20, 2025 (GLOBE NEWSWIRE) -- ValOre Metals Corp. (“ValOre”) (TSX-V: VO, OTCQB: KVLQF, Frankfurt: KEQ0) and South Atlantic Gold Inc. (“South Atlantic”) (TSX-V: SAO), today announced, further to the joint news release of ValOre/South Atlantic dated March 26, 2025, the annual general and special meeting (the “Meeting”) of the shareholders of South Atlantic (the “South Atlantic Shareholders”) will be held on June 13, 2025 at 10:00 a.m. (Kelowna time) at 301-1665 Ellis Street, Kelowna, BC V1Y 2B3.

At the Meeting, South Atlantic Shareholders will be asked to approve, among other matters, a special resolution (the “Amalgamation Resolution”) approving an amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia) involving South Atlantic, ValOre and 1529317 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of ValOre formed for the purpose of completing the Amalgamation, whereby ValOre will indirectly acquire all of the issued and outstanding common shares in the capital of South Atlantic (“South Atlantic Shares”) in exchange for common shares of ValOre (“ValOre Shares”) pursuant to the terms and conditions of an amalgamation agreement dated March 26, 2025 among South Atlantic, ValOre and Subco (the “Amalgamation Agreement”).

The Amalgamation is more particularly described in the joint news release of South Atlantic and ValOre dated March 26, 2025 and the management information circular of South Atlantic dated May 13, 2025 (the “Circular”).

South Atlantic’s transfer agent has advised that all relevant Meeting materials were mailed to all registered and certain beneficial South Atlantic Shareholders on May 16, 2025 and South Atlantic has also arranged for the Meeting materials to be mailed to the balance of South Atlantic Shareholders with copies currently available for viewing on South Atlantic’s SEDAR+ profile at www.sedarplus.ca.

The board of directors of South Atlantic (the “South Atlantic Board”) unanimously recommends that South Atlantic Shareholders vote FOR the Amalgamation.

ValOre and South Atlantic encourage South Atlantic Shareholders to vote ahead of the Meeting using the form of proxy (the “Proxy”) or voting information form (the “VIF”), as applicable, enclosed with the Circular. All South Atlantic Shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF, as applicable, by one of the means described in the Circular well in advance of the proxy deadline of June 11, 2025 at 10:00 a.m. (Kelowna time).