Corcel Exploration Inc. — M&A Activity 2024

Dec 20, 2024

CORCEL EXPLORATION INC.

335 - 1632 Dickson Avenue
Kelowna, British Columbia, V1Y 7T2

Corcel to Acquire the Yuma King Property in Arizona

Kelowna, British Columbia – December 19, 2024 – Corcel Exploration Inc. (CSE: CRCL) (the "Company" or "Corcel") is pleased to announce that it has entered into a share exchange agreement dated December 19, 2024 (the "Agreement") with CuQuest Resources Corp. ("CuQuest") and the shareholders of CuQuest, pursuant to which the Company will acquire 100% of the issued and outstanding shares of CuQuest (the "Transaction"). CuQuest holds the right to acquire a 100% interest in the Yuma King Property located in La Paz County, Arizona.

The Yuma King Property

The Yuma King Property is located in the Ellsworth Mining District, a well-established camp 150 kilometers northwest of Phoenix, with robust infrastructure and approximately 70 registered historical mines and deposits. It is comprised of 515 unpatented mining claims administered by the Bureau of Land Management (BLM), and includes the past-producing Yuma Mine where underground mining between 1940 and 1963 extracted copper, lead, gold and silver.

Historical mining and exploration activities have been focused on skarn and replacement copper-gold mineralization encountered at the historical mine, however more recent work has indicated the potential presence of a buried copper-molybdenum-gold porphyry system. This significant exploration opportunity has been conceptualized through the interpretation of geological, structural, geochemical, and drilling data.

The near-term exploration strategy at the Yuma King Property will be two-fold: (i) advancing a multitude of near-surface copper-gold skarn and replacement mineralization targets that have been identified through various surface sampling programs but not followed up on, and (ii) delineating the potential porphyry feeder system and defining high-priority drill targets to test it. An initial field exploration program is currently being executed by CuQuest's technical team at the Yuma King Property and will include a project-scale soil geochemical survey, relogging of legacy core holes, detailed geological mapping, and rock-chip sampling programs.

In order to acquire a 100% interest in the Yuma King Property, CuQuest must pay an aggregate of US$6,000,000 in cash prior to March 12, 2030, less the aggregate of annual lease payments made prior to such date. Certain of the unpatented lode mining claims comprising the Yuma King Property are subject to a 1% net smelter returns royalty.

The Transaction

Pursuant to the terms of the Agreement, upon the date of closing (the "Closing Date") of the Transaction, Corcel will acquire 100% of the issued and outstanding securities of CuQuest in consideration for the issuance of 15,000,000 common shares of the Company (the "Payment Shares"), to be issued pro rata to shareholders of CuQuest at a deemed price of C$0.09 per

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Payment Share. The Payment Shares are expected to equal to approximately 40% of the total shares of the Company immediately following the Closing Date (on a non-diluted basis). The Payment Shares will be subject to voluntary hold periods which restrict resale for periods of between 4 and 12 months after the Closing Date.

Completion of the Transaction remains subject to the satisfaction of various conditions including, without limitation, the receipt by the Company of all necessary corporate and regulatory approvals and other conditions customary for a transaction of this nature.

CuQuest is a private company incorporated under the Business Corporations Act (British Columbia) with a mandate to identify and evaluate mining related projects in North America. To date, CuQuest has raised approximately C$442,200, identified and evaluated a number of projects and negotiated the Agreement.

The Transaction is an arm's length transaction and there will be no changes to the Company's board or management in connection with the Transaction. No finder's fees are expected to be paid in connection with the Transaction.

Technical Information

The technical information contained in this news release was reviewed and approved by Roy Greig, Ph.D., P.Geo, an independent qualified person, as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

About Corcel Exploration Inc.

Corcel Exploration is a mineral resource company engaged in the acquisition and exploration of precious and base metals properties throughout North America. The Company holds an option to acquire a 100% undivided right, title, and interest in and to the Peak gold exploration project and also holds a 100% interest in the Willow copper project. From time to time the Company may also evaluate and acquire other mineral properties of merit.

For further information contact:
Stephen Dunn
Interim Chief Executive Officer
Tel: (416) 361-2827

Caution Regarding Forward-Looking Information

This press release includes "forward-looking information" that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include but are not limited to, statements relating to the Company's ability to complete the Transaction on the terms announced or at all. Such statements are subject to all of the risks and uncertainties normally incident to such events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking statements. Such

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forward-looking statements represent management's best judgment based on information currently available.

The Canadian Securities Exchange has not in any way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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