Air Canada — M&A Activity 2021

Jul 24, 2021

VALENCIA CAPITAL INC. AND TERRA BALCANICA RESOURCES CORP. ENTER INTO AMALGAMATION AGREEMENT

July 23, 2021, Vancouver, British Columbia: Valencia Capital Inc. (“ Valencia ”) (TSX-V: VAL.P) announced today that further to its news release dated December 16, 2020, it has entered into an amalgamation agreement dated July 7, 2021, with a wholly-owned subsidiary of Valencia and Terra Balcanica Resources Corp. (“ TB ”), a privately-held mineral exploration company incorporated under the Business Corporations Act (British Columbia) with a principal property in Bosnia and Herzegovina known as the Viogor-Zanik Project. Subject to certain conditions and applicable TSX Venture Exchange (“ TSXV ”) approval, the transaction will result in the reverse takeover of Valencia by TB and will constitute Valencia’s qualifying transaction, as defined by Policy 2.4 – Capital Pool Companies (the “ CPC Policy ”) of the TSX-V. A copy of the amalgamation agreement has been filed on Valencia’s SEDAR profile and is available for viewing at www.sedar.com.

Valencia and TB will provide further details in respect of the transaction in due course and will make available all information and disclosure required pursuant to Section 12.2 of the CPC Policy, including all financial information required by the TSX-V. In particular, Valencia and TB are working diligently on a filing statement for the transaction in accordance with the policies of the TSX-V.

The common shares of Valencia are currently suspended from trading and are expected to remain suspended pending completion of the transaction.

Reader Advisory

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX-V nor its regulation services provider (as that term is defined in the Policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

None of the securities of Valencia or TB have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Forward-Looking Information Advisory

This press release contains “forward-looking information”, which is disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action The following table identifies the significant forward-looking information in this press release, and states the material factors or assumptions used to develop the forward-looking information, as well as the material risk factors that could cause actual results to differ materially from the forward looking information.

Valencia’s views regarding possible events, conditions or financial performance may change. However, Valencia does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.

Further Information

For further information, please contact: John MacPhail President and Chief Executive Officer Telephone: (778) 688-7411