Chu-Sarysu Project

Laramide Resources to pursue large greenfield exploration opportunity in Kazakhstan: Acquires option on 6,000 km² land position in prolific Chu-Sarysu Basin

(See Press Release, September 5, 2024)

Highlights:

• 22 subsoil use license applications for approximately 6,000 km² comprising the Chu-Sarysu Project (as defined below) located in the Suzak District of the South Kazakhstan Oblast, Republic of Kazakhstan.
• Proximal to some of Kazatomprom largest uranium deposits and operational mines such as Inkai, Budenovskoye and Muyunkum-Tortkuduk.
• The Chu-Sarysu Project area includes a number of mapped, paleo-channel roll-fronts, associated with uranium deposits and amenable to ISR mining.
• Laramide to operate and fund exploration program towards discovery of a viable uranium resource.

Laramide Resources Ltd. has entered into a three-year option agreement (the “Option Agreement“), with an option to extend for an additional year, with Aral Resources Ltd. (“Aral“), a Kazakh company registered with the Astana International Financial Center and the shareholders of Aral (the “Optionors“). Aral has secured 17 mineral licenses, with an additional 5 licenses pending approval, covering nearly 6,000 square kilometers of the Chu-Sarysu sedimentary basin of Kazakhstan (collectively, the “Chu-Sarysu Project“).

Under the terms of the Option Agreement, Laramide has the right (the “Option“) to acquire all outstanding shares of Aral at any time during the option period, thereby obtaining full ownership of the Chu-Sarysu Project. Throughout the option period, Laramide will serve as the exclusive operator, assuming responsibility for all operational and exploration expenses.

The mineral licenses included in the option agreement cover nearly 6,000 square kilometres and represent a unique greenfield exploration opportunity. Each license has an initial term of up to six years, with the option for a one-time renewal for an additional five years.

The Option Agreement remains subject to the approval of the Toronto Stock Exchange (the “TSX“).

Option Agreement Highlights:

• Following the definitive grant to Aral of all license applications related to the Chu-Sarysu Project and approval from the TSX, Laramide will make a one-time payment of US$450,000 in cash and shares to the Optionors and annual payments of US$150,000 payable in cash on each anniversary of the Option Agreement, commencing on the first anniversary.
• The Option is exercisable for a term of three years and may be extended for an additional one-year term with a one-time payment of US$400,000 in cash and shares.
• The Option can be exercised by Laramide at any time during the term of the agreement through a one-time payment of US$14,000,000 in cash and shares.
• The Option Agreement also contemplates and allows for an alternative mechanism to develop this opportunity by way of a spin-off transaction.

With the exception of the annual payments, all payments outlined above are payable as follows: (i) 50% in United States dollars; and (ii) 50% in common shares in the capital of the Company (“Laramide Shares“), the value of which shall be determined in accordance with the 20-day volume-weighted average sale price per share of the Laramide Shares on the TSX as of the date prior to the relevant date of each of the payments as described above.

During the term of the Option Agreement, Laramide will be the operator of the Property and will exercise exclusive supervision, direction and control over any and all operations, programs and budgets relating to the Property. Laramide will provide funding to Aral for the purposes of satisfying and fulfilling minimum economic commitments and expenditures in relation to each license comprising the Property, as required under Kazakhstan’s mining regulations.

In connection with the Option Agreement, and in order to ensure Aral’s compliance with the bonding requirements of Kazakhstan’s mining regulations for the licenses comprising the Property, Laramide agreed to provide funding to Aral in an amount of up to US$1,450,000 in the form of interest-free loans pursuant to the terms and conditions of a grid promissory note and credit facility agreement dated as of June 24, 2024 (the “Promissory Note“) issued by Aral for the benefit of Laramide. Laramide loaned Aral an aggregate amount of US$900,000 in connection with the Promissory Note and Aral has successfully obtained appropriate bonding for the 17 licenses issued to date and for 2 license applications which are awaiting final sign off from the Ministry of Industry and Construction. The funds loaned under the Promissory Note are repayable by Aral to Laramide in the event Laramide does not exercise the Option, or the Option Agreement is terminated for any reason, or in part if a license is terminated or withdrawn.

The Optionors will retain a 1% net smelter royalty which is subject to a buy down provision where Laramide may, at is discretion, repurchase 25% at a price to be agreed among the parties or by an independent third-party appraiser. In addition, Laramide holds a right of first offer regarding the sale, transfer or assignment of any portion of the net smelter royalty.

About the Chu-Sarysu Project

The Chu-Sarysu Project is located in the Suzak District of the South Kazakhstan Oblast, Republic of Kazakhstan.

In 2023, Kazakhstan accounted for over 43% of global U₃O₈ production. Of the five main producing basins in the country the Chu-Sarysu and Syr Darya basins in the south of the country, account for over 75% of national production. These basins host major deposits and operational in-situ recovery (“ISR“) mines such as Inkai, Budenovskoye and Tortkuduk/Muyunkum, which are Joint Ventures between Kazatomprom and Cameco, Uranium One and Orano respectively.

In an effort to promote foreign investment, in 2018 Kazakhstan revamped its Mining Code to follow western standards which involved a revision of subsoil and subsoil use licencing and provisions.