Vancouver, British Columbia--(Newsfile Corp. - June 30, 2026) - Athos Metals Corp. ("Athos" or the "Company") is pleased to announce that, in connection with the proposed arm's length qualifying transaction (the "Proposed Transaction") between the Company and Meed Growth Corp. (TSXV: MEED.P), Athos intends to complete a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of $2,000,000 through the issuance of subscription receipts.

Highlights — Non-Brokered Private Placement

• Offering type: Non-brokered private placement of subscription receipts
• Aggregate gross proceeds: $2,000,000
• Subscription Receipts: $0.10 per Subscription Receipt - Gross proceeds: $1,000,000
• Flow-through Subscription Receipts: $0.12 per FT Subscription Receipt - Gross proceeds: $1,000,000
• Flow-through designation: "Flow-through share" per subsection 66(15) of the Income Tax Act (Canada); Ontario focused flow-through share under the Taxation Act, 2007 (Ontario)
• Use of proceeds: Advance exploration on Athos' mineral properties; working capital and general corporate purposes

"We've been encouraged by the response from our existing investors, who have indicated strong interest in participating in the Private Placement. That kind of continuity of support gives us real confidence as we move toward listing and into the drill program. The flow-through component also allows us to leverage meaningful Canadian and Ontario government support for critical minerals exploration — a real advantage for investors looking to maximize the value of their participation "

— Alex Bayer, Chief Executive Officer, Athos Metals Corp.

The Private Placement

Subscription Receipts — $0.10 per Subscription Receipt

Each Subscription Receipt will entitle the holder thereof to receive, without additional consideration or further action one (1) Athos Share upon the satisfaction of the Escrow Release Conditions (as defined below).

Flow-through Subscription Receipts — $0.12 per FT Subscription Receipt

Each Flow-through Subscription Receipt ("FT Subscription Receipt") will entitle the holder thereof to receive, without additional consideration or further action, one (1) Athos Share (a "FT Athos Share") that shall qualify as a "flow-through share" upon satisfaction of the Escrow Release Conditions. The Company will incur Canadian exploration expenses qualifying as Critical Minerals exploration expenditures in an amount equal to the aggregate issue price of the FT Subscription Receipts. Investors should consult their own tax advisors regarding eligibility for and the quantum of available tax credits

Escrow and Release Conditions

Gross proceeds of the Private Placement will be held in escrow pending satisfaction of the escrow release conditions (the "Escrow Release Conditions"), which include: (i) completion of the acquisition of the Empire and Silverback claims in northwestern Ontario pursuant to the Acquisition Agreement dated February 25, 2026 between VR Resources Ltd. and Athos; (ii) receipt of all required regulatory and Exchange approvals in respect of the Private Placement; and (iii) such other conditions as may be agreed upon by Athos. The Escrow Release Deadline is September 30, 2026.

If the Escrow Release Conditions are not satisfied on or before September 30, 2026, the Subscription Receipts and the FT Subscription Receipts shall be cancelled and each holder thereof shall be entitled to receive an amount equal to the aggregate purchase price of their Subscription Receipts and/or FT Subscription Receipts, plus their pro-rata share of any interest earned thereon.

Other Terms

• Finder's fees: In connection with the Private Placement, Athos may pay finder's fees in accordance with applicable securities laws and TSV Venture Exchange policies.
• Hold periods: Securities issued in connection with the Private Placement and any finder's securities will be subject to applicable statutory hold periods and any Exchange escrow or resale restrictions, as applicable.
• Closing: Closing is subject to receipt of all required regulatory and TSXV approvals.

About the Proposed Transaction

Athos and Meed, a Capital Pool Company listed on the TSX Venture Exchange, have entered into a binding merger agreement dated May 28, 2026 in respect of a proposed arm's length qualifying transaction that is expected to result in Athos becoming a publicly listed company.

For more information, see Athos' press release dated June 3, 2026 at: https://athosmetals.com/athos-targets-public-listing-following-execution-of-definitive-agreement-with-meed-growth-corp/

About Athos Metals Corp.

Athos Metals Corp. is a Canadian mineral exploration company identifying and advancing critical minerals prospects in Canada. Athos' initial focus is the 17,645-hectare Empire District Project, a district-scale Cu-Ni-PGE-Au exploration opportunity in northwestern Ontario with demonstrated mineralization and significant discovery potential. Athos has the right to acquire a 100% interest in the Empire District Project from VR Resources Ltd. via an Acquisition Agreement dated February 25, 2026. On June 3, 2026, Athos announced a definitive merger agreement with Meed Growth Corp. (TSXV: MEED.P), a Capital Pool Company listed on the TSX Venture Exchange that is expected to result in Athos becoming a publicly listed company in the coming months.

For additional information, please visit:

www.athosmetals.com

Follow Athos Metals:

X: https://x.com/athosmetals
LinkedIn: https://www.linkedin.com/company/athos-metals-corp

Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Athos with respect to future business activities and operating performance. Forward-looking information includes information regarding: expectations regarding Athos' capitalization; closing of the Acquisition Agreement; whether the Proposed Transaction will be consummated; whether the Private Placement will be completed, including whether conditions to the consummation of the Proposed Transaction will be satisfied and whether the Private Placement will be fully subscribed; whether the conversion of the Subscription Receipts and FT Subscription Receipts will occur prior to the Escrow Release Deadline; the ability of the Resulting Issuer to carry out its exploration activities and incur and renounce exploration expenditures; and the timing for completing the Proposed Transaction and Private Placement.

Readers are cautioned that forward-looking information is not based on historical facts but instead reflects management of Athos' expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Readers are cautioned not to place undue reliance on forward-looking statements, which are made as of the date hereof, and Athos does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under applicable U.S. securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/303408

Source: Athos Metals Corp.