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ProAm Explorations Corporation Share Issue/Capital Change 2025

Aug 19, 2025

43938_rns_2025-08-19_fc14f295-9b2f-4621-8df4-aac4ad9eb972.pdf

Share Issue/Capital Change

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ProAm Explorations Corporation

Osec Petroleum Inc. Osec Petroleum Canada Limited

1875 - 701 West Georgia Street

Vancouver, BC

Canada V7Y 1G5

NEWS RELEASE

Vancouver, British Columbia, August 19, 2025 – ProAm Explorations Corporation (“ProAm” or “the Corporation”) (TSX.V:PMX) further to its news release dated July 28, 2025, the Corporation announces that it has completed its shares for debt with 0744350 BC Ltd., a company wholly-owned by Jason Cubitt, CEO and a Director of the Company, by extinguishing $50,000 of the $88,200 owing to 0744350 BC Ltd. through the issuance of 1,000,000 common shares of the Corporation to 0744350 BC Ltd. at a deemed value of $0.05 per common share (the “Debt Settlement”). The securities issued pursuant to the Debt Settlement will be subject to a statutory hold period expiring on December 20, 2025.

The issuance of shares to Mr. Cubitt’s wholly-owned company pursuant to the Debt Settlement will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that Debt Settlement with Mr. Cubitt’s wholly-owned company is below 25% of the fair market value of the Company’s market capitalization. The Company will file a material change report in respect of the related party transactions in connection with the Debt Settlement.

On behalf of the Board of Directors of

ProAm Explorations Corporation

Jason Cubitt

Chief Executive Officer

(604) 209-1658

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this news release.