Valleyview Issues Comprehensive News Release Regarding Reverse Takeover of Shift Including Completion of Share Split

2025-02-25

TSXV - TSX Venture Exchange · Gold · Canada

Vancouver, British Columbia--(Newsfile Corp. - February 25, 2025) - Valleyview Resources Ltd. (TSXV: VVR) ("Valleyview" or the "Company") and Shift Rare Metals Inc. ("Shift") are pleased to issue this comprehensive news release pursuant to Policy 5.2 - _Changes of Business and Reverse Takeovers_("Policy 5.2") of the TSX Venture Exchange (the "Exchange") in connection with the acquisition by Valleyview of all of the issued and outstanding shares of Shift (the "Transaction") pursuant to the terms of an amalgamation agreement (the "Amalgamation Agreement") dated August 16, 2024 (as amended on December 23, 2024) entered into by Valleyview, Shift and 1496946 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Valleyview. The Exchange has deemed the Transaction a "reverse takeover" for the purposes of Policy 5.2.

In this news release, references to the "Resulting Issuer" or "Homeland Uranium Corp." are to Valleyview after the closing of the Transaction. See _"Attributes of Shift and the Resulting Issuer_" and "_Particulars of the Transaction_" below.

Information Regarding Shift and the Resulting Issuer

Business of Shift and the Resulting Issuer

Shift is a company incorporated in British Columbia for the purpose of acquiring, exploring and developing mineral claims, with one wholly owned subsidiary, Shift Exploration Inc., a company existing under the laws of California (the "Shift Subsidiary"). The Shift Subsidiary holds a 100% interest in the Redwash property consisting of two Colorado state leases and 303 mineral claims and the Coyote Basin property consisting of three Colorado state leases and 699 mineral claims (together, the "Redwash and Coyote Basin Properties"). All the mineral claims comprising the Redwash and Coyote Basin Properties were acquired by the Shift Subsidiary through staking. The Redwash and Coyote Basin Properties are located in northwestern Colorado close to the border with Utah, within Moffat and Rio Blanco counties.

Other than staking the Redwash and Coyote Basin Properties which consisted of locating the claims on the ground in June 2024, recording the located claims with the Bureau of Land Management and the counties in August 2024, execution of the Amalgamation Agreement and actions taken in connection with the Transaction, Shift has not undertaken any other business or activities.

Following the completion of the Transaction, the Resulting Issuer will be listed on the Exchange as a "Mining (Uranium), Tier 2" issuer and the business, business objectives, and milestones of the Resulting Issuer will primarily be focused on the mineral exploration and development of the Redwash and Coyote Basin Properties.

Management of the Resulting Issuer

Upon completion of the Transaction, the board of directors of the Resulting Issuer is anticipated to be comprised of the same individuals as the current board of directors of Valleyview, namely Roger Lemaitre, Eugene McBurney, Ross McElroy, Mark Christensen, Andrew Tunks and Rob Shewchuk, and the management of the Resulting Issuer is anticipated to be comprised of the current officers of Valleyview, namely, Roger Lemaitre (Chief Executive Officer and President) and Joel Leonard (Chief Financial Officer and Corporate Secretary).

Selected Financial Information of Shift

The following table sets forth selected consolidated financial information of Shift for the years ended November 30, 2024 and 2023. Such information has been derived from the audited financial statements of Shift for the years ended November 30, 2024 and November 30, 2023, together with the notes thereto and the report of the auditors thereon.

| | | | | Year Ended November 30, 2024 ($) | | Year Ended November 30, 2023 ($) | | | | Total Assets | | | 21,758 | | - | | | | Current Liabilities | | | 1,072,109 | | 6,345 | | | | Total Shareholders' Equity | | | (1,050,351) | | (6,345) | | | | Loss and Comprehensive Loss | | | (1,084,006) | | (451) | | | | Basic and Diluted Loss per Share | | | (0.06) | | (451) | |

Particulars of the Offering

In connection with the Transaction, Valleyview and Shift also entered into an agency agreement (the "Agency Agreement") dated December 23, 2024 (as amended on January 21, 2025) with SCP Resource Finance LP and Canaccord Genuity Corp. (together, the "Lead Agents"), as agents, pursuant to which the Lead Agents agreed to sell (the "Brokered Offering"), on a "best efforts" agency private placement basis, a minimum of 23,333,333 subscription receipts of Shift (each, a "Subscription Receipt") and a maximum of 50,000,000 Subscription Receipts at a subscription price of $0.30 per Subscription Receipt.

As announced in its news releases dated December 24, 2024 and January 21, 2025, Shift and the Lead Agents closed two tranches of the Brokered Offering involving the issuance of 43,740,799 Subscription Receipts for aggregate gross proceeds of $13,482,389.70. Concurrently with the closings of the Brokered Offering, Shift completed a non-brokered offering (the "Non-Brokered Offering") issued 9,947,501 Subscription Receipts for aggregate gross proceeds of $2,984,250.30. In total, 53,688,300 Subscription Receipts have been issued pursuant to the Brokered Offering and Non-Brokered Offering for aggregate proceeds of $16,104,409

Each Subscription Receipt entitles the holder to receive, for no additional consideration and without further action on the part of the holder, upon the satisfaction or waiver of the Escrow Release Conditions (as defined below) (the "Escrow Release Event") on or before March 8, 2025 (the "Release Deadline") one unit of Shift (each, an "Underlying Unit"). Each Underlying Unit will be comprised of one Class D Common share of Shift (each, an "Underlying Share") and one half of one Class D Common share purchase warrant of Shift (each, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder thereof to purchase one Class D Common share of Shift (each, a "Shift Share") at an exercise price of $0.50 for a period of two years from the Escrow Release Event. The Underlying Shares and the Underlying Warrants will be exchanged, pursuant to the Amalgamation Agreement, for equivalent securities of the Resulting Issuer on a 1:1 basis.

The Subscription Receipts are governed by the terms of a subscription receipt agreement dated December 23, 2024 (as amended on January 21, 2025) among Shift, the Lead Agents and Endeavor Trust Corporation, as subscription receipt agent. The Underlying Warrants will be issued pursuant to a warrant indenture dated December 23, 2024 between Shift and Endeavor Trust Corporation, as warrant agent. and the Resulting Issuer Warrants will be issued pursuant to a supplement to such warrant indenture to be entered into on the Escrow Release Date between the Resulting Issuer and the warrant agent.

Pursuant to the Agency Agreement, Shift paid the Lead Agents a cash commission of $787,334.38 (the "Agents' Fee"), which equals 6% of the gross proceeds of the Brokered Offering, and a corporate finance fee of $100,397.69 (the "Corporate Finance Fee"). Additionally, Shift agreed to issue to the Lead Agents at the closing of the Transaction, 2,624,448 broker warrants of Shift (each, a "Shift Broker Warrant") and 336,159 corporate finance options of Shift (each, a "Shift Corporate Finance Option"). Each Shift Broker Warrant and each Shift Corporate Finance Option will be exercisable for one Shift Share at an exercise price of $0.30 for a period of five years from the Escrow Release Date. The Shift Broker Warrants and Shift Corporate Finance Options will be exchanged, pursuant to the Amalgamation Agreement, for equivalent securities of the Resulting Issuer on a 1:1 basis.

In connection with the Non-Brokered Offering, Shift agreed to, at the closing of the Transaction, pay to certain finders aggregate finders' of $90,207.57 and issue an aggregate of 260,692 Shift Share purchase warrants (the "Finders' Warrants"). The Finders' Warrants have the same terms as the Shift Broker Warrants and Shift Corporate Finance Options and will be exchanged for equivalent securities the Resulting Issuer on a 1:1 basis.

In accordance with the Subscription Receipt Agreement, the gross proceeds of the Offering less 50% of the Agents' Fee, 50% of the Corporate Finance Fee and 50% of the expenses of the Agents payable by Shift pursuant to the Agency Agreement (the "Agents' Expenses") (the "Net Escrowed Proceeds") were deposited in escrow (the Net Escrowed Proceeds, together with any interest and other income earned thereon, the "Escrowed Funds") with the Subscription Receipt Agent. The Escrowed Funds (less the remaining 50% of the Agents' Fee, 50% of the Agents' Corporate Finance Fee and 50% of the Agents' Expenses plus any Agents' Expenses incurred between the applicable closing date and the date the Escrowed Funds are released) will be released from escrow immediately prior to closing of the Transaction upon satisfaction of the escrow release conditions, which include the satisfaction of the conditions to the closing of the Transaction, the receipt of the conditional approval of the Exchange to list the Resulting Issuer Shares issuable under the Transaction and Offering and certain other customary conditions.

Upon the occurrence of the Escrow Release Event, the remaining 50% of the Agents' Fee, 50% of the Agents' Corporate Finance Fee and 50% of the Agents' Expenses plus any Agents' Expenses incurred between the applicable closing date and the date the Escrowed Funds are released, will be released from escrow to the Agents and the balance of the Escrowed Funds will be released from escrow to Valleyview. Valleyview will pay the amounts owing to the finders from the balance of the Escrowed Funds paid to it.

Share Split

The Company announces that it will complete a share split on the basis of 1.5 new common shares for each existing one common share (the "Share Split"). The record date for the Share Split is February 21, 2025 and the payable date is February 26, 2025. All fractional common shares resulting from the Share Split that are 0.5 of a common share or more will be rounded up to the next whole common share and all fractional common shares that are less than 0.5 of a common share will be rounded down to the next whole common share. Following completion of the Share Split, the Company will have 28,275,002 common shares outstanding (including 2,418,750 common shares subject to escrow).

The Company is conducting the share split using the pushout method and there is no change to the CUSIP. As a result, shareholders of record as of the close of business on February 21, 2025, will receive from Endeavor Trust Corporation, the transfer agent and register for the Company, 1.5 additional common shares for every one common share held. Shareholders do not need to take any action with respect to the Share Split. Currently outstanding share certificates representing common shares will continue to be effective. The Company will use the direct registration system (DRS) to electronically register the common shares issued pursuant to the Share Split, rather than issuing physical share certificates. Following completion of the share split, Endeavor Trust Corporation will send out DRS advice statements to registered shareholders indicating the number of additional common shares that they are receiving as a result of the share split. Non-registered (beneficial) shareholders who hold their common shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers' usual procedures. The common shares are currently halted and trading will resume on an ex-distribution and post-Share Split basis at a later date. A subsequent bulletin confirming the resumption to trading date will be issued by the Exchange.

The Share Split will occur regardless of completion of the Transaction and the references to "Resulting Issuer Shares" in this news release are on a post-Share Split basis.

Particulars of the Transaction

At or prior to closing of the Transaction, the following will occur or will have occurred:

Valleyview will have changed its name to "Homeland Uranium Corp.";

Shift and Subco will amalgamate under Section 269 of the _Business Corporations Act _(British Columbia) and the amalgamated company will become a wholly-owned subsidiary of Valleyview;

in exchange for all of the issued and outstanding shares of Shift, Valleyview will issue to the shareholders of Shift 15,500,000 Resulting Issuer Shares and pay US$500,000 (which is inclusive of 11,000,000 Resulting Issuer Shares to be issued at closing and 4,500,000 Resulting Issuer Shares to be issued as a result of a technical report being filed on Redwash and Coyote Basin Properties);

the Subscription Receipts will convert, with no further action on behalf of the holder, into one Underlying Unit comprised of one Underlying Share and one-half of one Underlying Warrant;

each Underlying Share will be exchanged for one Resulting Issuer Share; and

all convertible securities of Shift including each whole Underlying Warrant outstanding immediately prior to closing (including any convertible securities issued in connection with the Offering) will be cancelled and replaced on a one for one basis with equivalent convertible securities of Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Shift Shares.

Based on the foregoing, it is expected that, in connection with the Transaction, an aggregate 74,334,320 Resulting Issuer Shares will be issued, which will include, (i) an aggregate of 15,500,000 Resulting Issuer Shares to be issued to the current shareholders of Shift; and (ii) an aggregate of 53,688,300 Resulting Issuer Shares to be issued to the former holders of Subscription Receipts (upon conversion of the Subscription Receipts into Underlying Units in accordance with their terms and the subsequent exchange of the Underlying Shares into Resulting Issuer Shares in accordance with the Amalgamation Agreement). All Resulting Issuer Shares issued in connection with the closing of the Transaction will be issued at a deemed issue price of $0.30 per Resulting Issuer Share. In addition, 26,844,150 Resulting Issuer Warrants will be issued to former holders of Subscription Receipts (upon conversion of the Subscription Receipts into Underlying Units in accordance with their terms and the subsequent exchange of the Underlying Warrants into Resulting Issuer Warrants in accordance with the Amalgamation Agreement) and the following convertible securities of the Shift will be exchanged for convertible securities of the Resulting Issuer for no additional consideration, as follows: (A) an aggregate of 2,624,448 Resulting Issuer Broker Warrants will be issued to the current holders of Shift Broker Warrants; (B) an aggregate of 336,159 Resulting Issuer Corporate Finance Options will be issued to the current holders of Shift Corporate Finance Options and (C) an aggregate of 260,692 Resulting Issuer Finders' Warrants will be issued to the current holders of Shift Finders' Warrants.

Additionally, pursuant to the terms of the Amalgamation Agreement, Valleyview has agreed to issue to the former shareholders of Shift an additional 4,500,000 Resulting Issuer Shares and to pay to such holders an additional US$500,000 (together, the "Second Milestone Payment") upon the issuance of a mineral resource estimate on Coyote Basin claims of 28.75 M lbs of U308. In the event the mineral resource estimate is at least 17.7 M lbs U308 but less than 28.75 M lbs, the Second Milestone Payment will be reduced on a pro rata basis. No Second Milestone Payment will be due if the resource estimate is less than 17.7 M lbs of U308.

Valleyview has also agreed to issue 3,000,000 Resulting Issuer Shares to Blackhill Consultants (the "VVT Finder") pursuant to a finders' agreement dated June 5, 2024 (between Valleyview and the VVT Finder.

Convertible Loan Agreement

In furtherance of the Transaction, Shift entered into a convertible loan agreement (the "Convertible Loan Agreement") dated August 16, 2024, as amended, with Nico Consulting Ltd. ("Nico"), pursuant to which Nico agreed to advance a non-revolving secure term loan (the "Convertible Loan") of up to US$650,000 to Shift for payments due on the Redwash and Coyote Basin Properties and to acquire the Additional Claims. Thereafter, Nico, Valleyview and certain other Lenders entered into entered into a participation and administration agreement with Nico (the "Participation and Administration Agreement") pursuant to which Valleyview advanced US$200,000 of the principal amount of the Convertible Loan and the remaining co-lenders advanced US$340,000 of the principal amount of the Convertible Loan on the terms set out in the Convertible Loan Agreement. The Convertible Loan matures on the earlier of (a) 12 months following the date of advance, (b) 45 days following the date the Amalgamation Agreement is terminated by Valleyview and (c) five months following the date the Amalgamation Agreement is terminated for any other reason. The lenders also have a right at any time prior to the closing of the Transaction if the Convertible Loan and any accrued interest has not been repaid in full, to convert all or a portion of the principal amount of the Convertible Loan and interest accrued thereon into units (the "CD Units") comprised of one Shift Class C Share (each, a "CD Share") and one-half of one Shift Class C Share purchase warrant (each, a "CD Warrant") at a conversion price of $0.24 per unit. The CD Warrants have the same terms as the Underlying Warrants. Upon closing of the Transaction, the CD Shares and CD Warrants will be exchange on a one for one basis for Resulting Issuer Shares and Resulting Issuer Warrants in accordance with the Amalgamation Agreement. The exchange rate of the principal amount of the Convertible Loan and accrued interest is fixed at US$1.00 to C$1.38. The principal amount and interest accrued thereon advanced by Valleyview will not be convertible into CD Units. In order to secure its obligations under the Convertible Loan Agreement, Shift and the Shift Subsidiary entered into the following security agreements (collectively, the "Security Agreements") with Nico (a) general security agreements, (b) a share pledge agreement pursuant to which Shift pledged all of the shares held by it in the Shift Subsidiary, (c) deeds of trust, security agreement, assignment of rents and leases, financing statement, fixture filing and as-extracted collateral filing (Colorado) made and delivered in respect of each of the Redwash and Coyote Basin Properties and (d) guarantees.

Arm's Length Transaction

The Amalgamation Agreement was negotiated at arm's length between representatives of Valleyview and Shift and the Transaction is an Arm's Length Transaction (as defined in Policy 1.1 - _Interpretation_of the Exchange).

Exchange and Shareholder Approvals

The completion of the Transaction is subject to the approval of the Exchange and, as required by the Exchange, approval of a majority of all disinterested shareholders of Valleyview as well as to certain other additional conditions precedent, including, but not limited to the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Amalgamation Agreement, and certain other conditions typical in a transaction of this nature. Valleyview and Shift each have the right to waive, in whole or in part, the conditions precedent to its obligations under the Amalgamation Agreement that are exclusively for its benefit. Valleyview intends on obtaining the required shareholder approval by way of written consent in accordance with the policies of the Exchange.

Proposed Completion Date

The Company anticipates the Transaction will complete the week of March 3, 2025.