Madoro Metals Corp. Enters Definitive Agreement for Reverse Takeover of Narrow River Resources Pty Ltd.

VANCOUVER, British Columbia — July 17, 2026 — Leads & Copy — Madoro Metals Corp. has entered into a definitive share purchase agreement for a proposed reverse takeover transaction with Narrow River Resources Pty Ltd. (NRR). This agreement is a continuation of previous announcements made by Madoro on February 2, 2026, and May 4, 2026.

Under the terms of the definitive agreement, Madoro will acquire NRR's mineral assets located in Québec by purchasing the outstanding shares of a Québec subsidiary. The consideration for this acquisition will be Madoro's common shares and other related transaction considerations, as detailed in the definitive agreement.

Brian Ostroff, Madoro's Executive Chairman, stated, "With documentation signed, we are now fully focused on advancing our combined Company." He highlighted Québec's significance as a global hub for critical minerals exploration, noting its existing hard rock lithium discoveries. Ostroff added that the merger positions the combined entity as the premier lithium exploration opportunity in the developing Décelles camp in Québec.

The signing of the definitive agreement marks a significant step towards completing the Proposed Transaction. Madoro and NRR are collaborating to finalize all necessary transaction documentation and disclosure materials. This includes the preparation of a management proxy circular, which will be distributed to Madoro's shareholders ahead of a special meeting where shareholder approval for the Proposed Transaction will be sought. This process adheres to TSX Venture Exchange (TSXV) Policy 5.2, which governs changes of business and reverse takeovers.

Concurrently, Madoro is proceeding with a previously announced non-brokered private placement. This placement aims to raise up to C$1,230,000 in gross proceeds through the sale of hard dollar units and flow-through units. The completion of this Private Placement is contingent upon acceptance by the TSXV and the fulfillment of all other required regulatory approvals.

The parties involved are committed to advancing the Proposed Transaction and will provide further updates as developments occur. The closing of the Proposed Transaction is subject to various conditions, including regulatory approvals, shareholder consent, TSXV acceptance, the successful completion of the Private Placement, finalization of ancillary transaction documents, and other standard closing conditions.

Madoro Metals Corp. is an exploration company focused on evaluating, acquiring, and exploring mineral properties in Canada and Mexico. The company holds an option for a 100% interest in the First Green Lithium Property in Québec's Décelles lithium camp, situated approximately 75 kilometers southwest of Val-d'Or. Additionally, Madoro owns a 100% interest in the Cerro Minas Property in Oaxaca, Mexico.

Source: Madoro Metals Corp.