VALKEA RESOURCES CORP. — Capital/Financing Update 2024

Aug 23, 2024

FOR IMMEDIATE RELEASE August 23, 2024

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TSX.V: OZ | OTCQB: OZBKF | FSE: S600

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

OUTBACK REMINDS SHAREHOLDERS TO VOTE IN ADVANCE OF THE PROXY VOTING DEADLINE FOR ITS UPCOMING MEETING OF SHAREHOLDERS

ACQUISITION OF FINNISH GOLD PROJECT PORTFOLIO FROM S2 RESOURCES

Vancouver, British Columbia – August 23, 2024 – Outback Goldfields Corp . (the “ Company ” or “ Outback ”) ( TSX.V: OZ ) ( OTCQB: OZBKF ) would like to remind its shareholders of the Company’s upcoming annual general and special meeting that will be held on Tuesday, September 3, 2024 at 11:00 a.m. Vancouver time (the “ Meeting ”).

Shareholders are advised to vote their shares well in advance of the proxy voting deadline of Thursday, August 29, 2024 at 11:00 a.m. Vancouver time.

Shareholders are encouraged to read the Meeting materials, including the management information circular dated July 31, 2024 (the “ Information Circular ”), available on the Company’s website at https://outbackgoldfields.com/investors/agm as well as under Outback’s profile on SEDAR+ (www.sedarplus.ca). In the interest of time, shareholders may vote online or by telephone in accordance with the voting instructions found on their form of proxy or voting instruction form.

At the Meeting, among other things, shareholders will be asked to approve the acquisition (the “ Acquisition ”) by the Company of all the issued and outstanding shares of Sakumpu Exploration Oy (the “ Target ”) from S2 Resources Ltd. (the “ Vendor ”). The Target holds the Vendor’s portfolio of prospective gold projects in Finland (the “ Finnish Properties ”).

Bridge Loan

The Company is pleased to announce a non-brokered private placement for gross proceeds of up to $300,000, representing the funds needed to bridge the Company as it works to satisfy the closing conditions for the Acquisition (the “ Bridge Financing ”).

Pursuant to the Offering, Outback will issue up to 7,500,000 units (the “ Units ”) at a price of $0.04 per Unit. Each Unit will consist of one common share of the Company (each, a “ Share ”) and one common share purchase warrant of the Company (each, a “ Warrant ”). Each Warrant shall entitle the holder thereof to purchase one additional Share at a price of $0.06 for a period of three years.

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Disposition of Australian Properties

The Company issues this clarifying disclosure, as requested by the Ontario Securities Commission (the “ OSC ”) with respect to the Information Circular.

As set out in the Information Circular, the Company has entered into a letter of intent (the “ Disposition Letter of Intent ”) dated February 28, 2024 with the Vendor in connection with the grant by the Company to the Vendor of (collectively, the “ Disposition ”) (a) an option to earn a 80% interest in the Company’s Silver Spoon, Ballarat West and Yuengroon projects in Australia, and (b) an option to earn a 51% interest in the Company’s Glenfine property in Australia (collectively, the “ Australian Properties ”). The terms set out in the Disposition Letter of Intent are referred to in this news release as the “ Agreed Terms ”.

At the Meeting, among other things, shareholders will be asked to approve the Disposition (the “ Disposition Approval ”). Completion of the Disposition is subject to a number of significant conditions, including closing of the Acquisition, negotiation and execution of a definitive agreement to supersede the Disposition Letter of Intent (the “ Disposition Agreement ”). The OSC has requested that the Company clarify that, should the terms of the Disposition as ultimately set out in the Disposition Agreement differ materially from the Agreed Terms, the Company will no longer rely on the Disposition Approval.

Further, the OSC has requested that the Company provide clarifications in relation to the rationale for and background to the Disposition, as well as the review and approval process undertaken by the Company in connection with the Disposition.

Rationale and Background

The following is a summary of the material events, meetings, negotiations and discussions among the parties that preceded the public announcement of the Disposition:

Since completing the most recent work program on the Australian Properties, the board of directors of the Company (the “ Board ”) has investigated various opportunities including potential strategic transactions with various industry participants and other interested parties to create shareholder value. Unfortunately, none of these investigations culminated in a transaction with respect to the Australian Properties.

During the course of negotiating the Acquisition, it was apparent that there could be benefits to the Company and its shareholders in disposing of the Australian Properties to the Vendor. The Vendor had an interest in expanding its footprint in the Fosterville district of Australia.

Following completion of the Acquisition, the Company’s near-term strategic objective will be to acquire, explore and develop of gold properties in Finland (the “ Strategic Objective ”). Management and the Board have considered, monitored and investigated opportunities to enhance shareholder value, with reference to the Strategic Objective. Management and the Board also reviewed and considered market conditions, including commodity prices, the ability to raise capital for the Australian Properties, and other factors that affect the business, operations and affairs of the Company including its growth and sustainability. Management and the Board concluded that further exploration of the Australian Properties going forward would not be in the best interest of the Company or help it accomplish the Strategic Objective.

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Review and Approval Process

During the course of their review of the Disposition, the Board considered, among other things:

• Arm’s Length Negotiations . The Agreed Terms were negotiated at arm’s length between the Board and the Vendor and were consistent with the Board’s assessment of the fair market value of the Australian Properties. The Vendor was not a related party of the Company at the time the Disposition LOI was entered into.

• Comparable Transactions . The Agreed Terms are in line with comparable transactions reviewed by the Board.

• Exploration Synergies . The Vendor is an Australian company with a history of exploration success, and already has properties in close proximity to the Australian Properties.

• Continued Exposure . The Company’s shareholders could benefit if the Vendor goes on to have exploration success at the Australian Properties.

• Strategic Rationale . The Disposition is consistent with the Strategic Objective.

• Access to Capital . The Company is unlikely to be able to raise capital for the Australian Properties.

• Shareholder Approval . The Disposition must be approved by shareholders of the Company.

The Board discussed the anticipated benefits of the Disposition to the Company and its stakeholders and weighed these against the associated risks and negative factors, including the risks to the Company if the Disposition is not completed, including the costs to the Company in pursuing the Disposition and the potential impact on the Company’s current business relationships.

The Board concluded that, overall, the anticipated benefits of the Disposition to the Company outweighed these risks and negative factors. Ultimately, the Board determined that the Disposition is in the best interests of the Company and that they would recommend that shareholders of the Company vote in favour of the Disposition.

The foregoing summary of the information and factors considered by the Board is not intended to be exhaustive, but includes the material information and factors considered by the Board in its consideration of the Disposition. In view of the variety of factors and the amount of information considered in connection with the Board’s evaluation of the Disposition, they did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The recommendation of the Board was made after consideration of all of the above-noted and other factors and in light of its knowledge of the business, financial condition and prospects of the Company. In addition, individual Board may have assigned different weights to different factors.

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About Outback

Outback is an exploration mining company that is acquiring a portfolio of highly prospective gold assets in the Central Lapland Greenstone Belt of Finland.

Contact Information

For more information please contact:

Chris Donaldson, Chief Executive Officer and Director

Tel: (604) 813-3931 | Email: cdonaldson@outbackgoldfields.com

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Outback should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains forward-looking statements or forward-looking information relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements in this news release include but are not limited to: obtaining the necessary approvals required for the Acquisition and the Bridge Loan; completion of the Acquisition and the Bridge Loan and the timing thereof; final terms of the Acquisition and Bridge Loan; the benefits of the Acquisition and the Bridge Loan; and exploration activities.

Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: the benefits of the Acquisition and the Offering; the Company’s ability to carry on exploration and development activities; the timely receipt of required approvals; the price of metals; the integration of assets acquired by the Company; and the Company’s ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

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Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forwardlooking statements. Such risks, uncertainties and other factors include but are not limited to: the Company’s early stage of development; the fluctuation of the price of metals; the availability of additional funding as and when required; the speculative nature of mineral exploration and development; the timing and ability to maintain and, where necessary, obtain necessary permits and licenses; the uncertainty in geologic, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks, including access to water and power; environmental risks and hazards; risks associated with negative operating cash flow; and risks associated with dilution. For a further discussion of risks relevant to the Company, see the Company’s other public disclosure documents.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws.

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