Hardcore Discoveries Ltd. — M&A Activity 2024

Dec 17, 2024

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

HARDCORE DISCOVERIES ANNOUNCES EXECUTION OF LETTER OF INTENT FOR REVERSE TAKEOVER BY CITIZEN MINING

Vancouver, Canada, December 17, 2024 - Hardcore Discoveries Ltd. (CSE:HARD) ("Hardcore" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") with Citizen Mining Corp. ("Citizen") dated December 13, 2024, which contemplates the acquisition of all of the issued and outstanding shares of Citizen (the "Citizen Shares") by Hardcore, which would result in a reverse takeover of Hardcore (the "RTO") by Citizen. The RTO is anticipated to constitute a "Fundamental Change" of Hardcore, as defined under the rules and policies of the Canadian Securities Exchange (the "CSE"). Pursuant to the LOI, Hardcore and Citizen have a 120-day exclusivity period during which to complete their respective due diligence investigations, settle the structure of the RTO and negotiate and enter into a definitive agreement (the "Definitive Agreement").

As proposed in the LOI, the proposed principal terms for the RTO are as follows: (i) prior to the closing, Hardcore will consolidate (the "Consolidation") its issued and outstanding common shares on a 2.5:1 basis (each post-Consolidation share, a "Post-Consolidation Hardcore Share"); (ii) in consideration for the Citizen Shares, Hardcore will issue one (1) Post-Consolidation Hardcore Share in exchange for each issued and outstanding Citizen Share; (iii) on or around the execution date of the Definitive Agreement, Hardcore will arrange for a loan of $300,000 to Citizen, to be secured against all past, present and future acquired property of Citizen (the "Citizen Loan"); (iv) Citizen will complete a non-brokered private placement (the "Citizen Private Placement") for gross proceeds of up to $4,000,000 through the issuance of subscription receipts of Citizen (each, a "Subscription Receipt") at an issuance price of $0.40 per Subscription Receipt; and (v) reorganization of Hardcore's board of directors, such that two directors will be nominated by Hardcore and three directors will be nominated by Citizen. As proposed in the LOI, following completion of the RTO, there will be an aggregate of 35,408,451 Post-Consolidation Hardcore Shares outstanding, 5,288,449 (14.9%) of which will be held by current shareholders of the Company, 20,120,002 (56.8%) of which will be held by shareholders of Citizen and 10,000,000 (28.2%) of which will be held by investors in the Citizen Private Placement (assuming a $4 million raise is completed).

Completion of the RTO will be subject to the satisfaction of various conditions precedent, including: (i) the receipt of all necessary regulatory approvals, authorizations and consents; (ii) receipt of all necessary corporate and shareholder approvals by the parties; (iii) there being no material adverse change in the business or operations of any of the parties from the execution of the LOI by the parties until the closing of the RTO; (iv) completion of the Citizen Private Placement; and (v) approval by the CSE of the RTO and all related filings, including a Form 2A Listing Statement.

A subsequent news release will be disseminated when additional details regarding the RTO are available.

Leadership Changes

The Company also announces that Mark Luchinski and Abbey Olaiya have resigned from their positions as directors of the Company. The Company thanks Messrs. Luchinski and Olaiya for their contributions to the Company is in the process of identifying suitable replacements for Messrs. Luchinski and Olaiya.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referenced herein in the United States or in any other jurisdiction in which such

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offer, solicitation or sale would be unlawful. The securities referenced herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Citizen

Citizen is a forward-focused exploration company dedicated to acquiring, exploring and advancing uranium projects in the Athabasca Basin in northern Saskatchewan, one of the world's richest uranium regions. At the core of its portfolio is the flagship Bishop property, which serves as a foundation for the Citizen's strategic ambition to build a pre-eminent land position in the basin. Citizen takes pride in its strong shareholder base, which includes prominent investors who share the Citizen's vision for sustainable and responsible resource development. By combining a premier asset base with focused exploration efforts, Citizen is positioning itself to be a leader in the next generation of uranium exploration.

About the Company

Hardcore Discoveries Ltd. (CSE: HARD) is a mineral exploration company focused on the acquisition, exploration and development of mineral properties. The Company is based in Vancouver, B.C. Additional information about the Company is available at www.Hardcoremining.com.

ON BEHALF OF THE BOARD OF DIRECTORS

Patrick Morris
Chief Executive Officer
Telephone: 604-761-8597
Email: enermetalventures@gmail.com

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, and statements respecting the Company's intention to complete the RTO, the terms of the RTO and conditions precedent thereto, the entry into of the Definitive Agreement and the advancement of the Citizen Loan are "forward-looking statements". Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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