1470350 B.C. LTD. CLOSES C$16.5 MILLION SUBSCRIPTION RECEIPT FINANCING AS PART OF C$20 MILLION FINANCING PACKAGE IN CONNECTION WITH PROPOSED BUSINESS COMBINATION WITH ORIOR METALS CORP.

VANCOUVER, BRITISH COLUMBIA, Oct. 15, 2026 (GLOBE NEWSWIRE) — 1470350 B.C. Ltd. (the “Company”) is pleased to announce that it has closed a non-brokered private placement of subscription receipts (the “Subscription Receipts”) for gross proceeds of approximately C$16.5 million (the “Subscription Receipt Financing”) in connection with its previously announced proposed business combination (the “Proposed Transaction”) with Orior Metals Corp. (“Orior”). Together with approximately C$3.5 million invested or committed directly into Orior, total financing in connection with the Proposed Transaction now stands at approximately C$20 million, including approximately C$6.5 million invested or committed by directors and members of management of the Company upon the completion of the Proposed Transaction (the “Resulting Issuer”).

Orior is a private company that holds an option to acquire a 100% interest in the Revel Ridge project, an advanced-stage, gold-dominant polymetallic project located approximately 42 kilometres by road north of Revelstoke, British Columbia (the “Revel Ridge Project”). Upon completion of the Proposed Transaction, the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed on the TSX Venture Exchange (the “Exchange”), and the Resulting Issuer will indirectly hold the option on the Revel Ridge Project.

“We are grateful for the very strong level of interest we have received from investors in this financing,” said Simon Marcotte, incoming President and Chief Executive Officer of the Resulting Issuer. “The significant participation of incoming insiders underscores our confidence in the opportunity presented by the Revel Ridge Project. We thank all of our investors for their interest and support as we work towards completing the Proposed Transaction.”

Subscription Receipt Financing

Pursuant to the Subscription Receipt Financing, the Company issued 71,739,523 Subscription Receipts at a price of C$0.23 per Subscription Receipt, for aggregate gross proceeds of approximately C$16.5 million. Upon satisfaction or waiver of certain escrow release conditions, including the satisfaction or waiver of all conditions precedent to the Proposed Transaction (the “Escrow Release Conditions”), each Subscription Receipt will be automatically exchanged, without further action or payment by the holder, for one Resulting Issuer Share.

The Subscription Receipts were issued pursuant to a subscription receipt agreement dated October 15, 2026 (the “Subscription Receipt Agreement”) between the Company and Endeavor Trust Corporation (“Endeavor”), as subscription receipt agent, pursuant to which the gross proceeds of the Subscription Receipt Financing, less certain expenses of the Company payable on closing (the “Escrowed Proceeds”), are being held in escrow by Endeavor pending satisfaction or waiver of the Escrow Release Conditions. If the Escrow Release Conditions are not satisfied or waived by 5:00 p.m. (Vancouver time) on February 28, 2027, or such later date as the Company may determine, the Subscription Receipts will be cancelled and holders will be entitled to receive an amount equal to the aggregate purchase price of their Subscription Receipts, together with their pro rata share of the interest earned on the Escrowed Proceeds, less any applicable withholding taxes.

Direct Investments into Orior

On September 18, 2026, Orior completed a non-brokered private placement of units (the “Orior Units”) for gross proceeds of approximately C$2 million, subscribed for primarily by incoming directors and members of management of the Resulting Issuer. The Orior Units were issued at a price of C$0.23 per Orior Unit, being the same price as the Subscription Receipts, with each Orior Unit comprised of one common share of Orior (an “Orior Share”) and one-half of one common share purchase warrant of Orior (each whole warrant, an “Orior Warrant”). Each Orior Warrant entitles the holder to purchase one Orior Share at an exercise price of C$0.70 on a post-Consolidation (as defined below) basis for a period of 36 months following the closing date. Upon the completion of the Proposed Transaction, the Orior Warrants are expected to be exchanged for equivalent common share purchase warrants of the Resulting Issuer.

Incoming insiders have also committed to invest approximately C$1.5 million in Orior through the purchase of Orior Shares that qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) at C$0.25 per share, an 8.7% premium to the purchase price of the Subscription Receipts.

The Proposed Transaction

It is contemplated that the Proposed Transaction be completed by way of a “three-cornered” amalgamation, under which a newly incorporated wholly-owned subsidiary of the Company will amalgamate with Orior, and holders of Orior Shares will receive Resulting Issuer Shares on a one-for-one basis in exchange for their Orior Shares. Immediately beforehand, each of the Company and Orior will consolidate its common shares (in the case of the Company, the “Company Shares”) on a two-for-one basis (the “Consolidation”). Upon completion of the Proposed Transaction, the Resulting Issuer is expected to change its name to “Renatus Resources Inc.” or such other name as may be accepted by the Exchange and approved by the board of directors of the Resulting Issuer.

Pursuant to a binding letter agreement dated September 11, 2026 (the “Letter Agreement”), the Company and Orior have agreed to negotiate in good faith and enter into a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement”) on or before October 31, 2026, or such other date as the parties may agree in writing. For more information, please refer to the Company’s news release dated September 14, 2026.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to: completion of satisfactory due diligence; execution of the Definitive Agreement and other ancillary agreements in form and substance satisfactory to each of the Company and Orior; receipt of regulatory approvals; receipt of approval for the listing of the Resulting Issuer Shares on the Exchange; holders of Orior Shares approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; and holders of Company Shares approving certain matters ancillary to the Proposed Transaction, as required. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The Proposed Transaction is an arm’s length transaction pursuant to the policies of the Exchange.

Other Matters

A comprehensive news release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow upon the execution of the Definitive Agreement. Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Proposed Transaction and to be filed with the Exchange, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.

For further information, please contact:
‎1470350 B.C. Ltd.
Tony Wonnacott
Chief Executive Officer
Telephone: 416-953-5879
tony@legalconsulting.ca

Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” and “forward-looking statements” as such terms are used in applicable Canadian securities laws. Forward-looking statements and forward-looking information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions, including that the Company’s financial condition and development plans do not change as a result of unforeseen events, that the Company obtains any required regulatory approval and that the Company proceeds with the Proposed Transaction as contemplated in the Letter Agreement. Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements and forward-looking information. Factors that could cause the forward-looking statements and forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays or cessation in planned work, that the Company’s financial condition and development plans change, delays in regulatory approval, the risks related to the negotiation of the Definitive Agreement and that the Company and Orior may not be able to enter into the Definitive Agreement, the risk that the Proposed Transaction is completed under terms that are materially different from those terms and conditions set forth in the Letter Agreement, or is not completed at all, the risks related to the receipt of regulatory approvals, including the approval of the Exchange, the risk that the Escrow Release Conditions are not satisfied, the risk that the committed flow-through investment into Orior is not completed as anticipated or at all, risks related to Orior’s option on the Revel Ridge Project, risks related to Orior’s business and activities and mining business in general, as well as the other risks and uncertainties applicable to the Company, as set forth in the Company’s financial statements and management’s discussion and analysis filed under the Company’s profile at www.sedarplus.ca. The Company undertakes no obligation to update the forward-looking statements and forward-looking information, other than as required by applicable law.