1287405 B.C Ltd. and Monteoro Minerals Announces Execution of Amended and Restated Arrangement Agreement

Vancouver, British Columbia--(Newsfile Corp. - September 1, 2026) - 1287405 B.C. Ltd ("ShellCo") and Monteoro Minerals Ltd. ("Monteoro") are pleased to announce that they have entered into an amended and restated arrangement agreement as of September 1, 2026 (the "Amended and Restated Arrangement Agreement") pursuant to which ShellCo intends to acquire all of the issued and outstanding common shares of Monteoro (the "Monteoro Shares") by way of a statutory plan of arrangement (the "Plan of Arrangement") to effect a reverse take-over of Monteoro (the "Proposed Transaction"). Upon completion of the Plan of Arrangement, it is expected that Monteoro will become a wholly-owned subsidiary of ShellCo to form the resulting issuer (the "Resulting Issuer") and the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed on the TSX Venture Exchange (the "TSXV" or the "Exchange").

Transaction Summary

Pursuant to the terms of the Amended and Restated Arangement Agreement and in connection with the Plan of Arrangement, it is anticipated that: (i) prior to the closing of the Plan of Arrangement, ShellCo will implement a consolidation of its outstanding common shares (the "Consolidation") at a consolidation ratio to be determined immediately prior to the closing of the Plan of Arrangement (the "Consolidation Ratio"); (ii) ShellCo will effect a change of its corporate name to such name as may be determined by Monteoro and approved by the shareholders of ShellCo and is acceptable to the applicable regulatory authorities, including the TSXV; and (iii) after giving effect to the Consolidation, all of the securities of Monteoro outstanding immediately prior to the closing of the Plan of Arrangement will be replaced with or exchanged for equivalent securities of the Resulting Issuer on a one for one basis, entitling the holders thereof to acquire or receive Resulting Issuer Shares in lieu of Monteoro Shares, subject to adjustment in connection with the Plan of Arrangement.

Upon completion of the Plan of Arrangement, it is expected that: (i) Resulting Issuer Shares will be listed as a Tier 2 Mining Issuer on the TSXV and trade under a symbol to be determined by Monteoro; and (ii) ShellCo will carry on the business of Monteoro, being the exploration and development of Monteoro's mineral properties located in Colombia.

On July 8, 2026, Monteoro entered into an agency agreement with Haywood Securities Inc. ("Haywood"), as sole bookrunner and lead agent and Research Capital Corp. (together with Haywood, the "Agents") pursuant to which Monteoro completed a brokered private placement of 13,182,800 Subscription Receipts (the "Brokered Offering") and a non-brokered private placement of 160,000 Subscription Receipts (the "Non-Brokered Offering" and together with the Brokered Offering, the "Concurrent Financing").

In entering into the Amended and Restated Arrangement Agreement, ShellCo relied upon the due diligence conduced by the Exchange and the Agents in connection with the Concurrent Financing. The terms and conditions of the Proposed Transaction may change based on the receipt of tax, corporate and securities law advice for the Agents.

Please refer to Monteoro and ShellCo's joint press releases dated March 31, 2026 and July 8, 2026 for additional details relating to the Plan of Arrangement.

A copy of the Amended and Restated Arangement Agreement and a material change report will be filed on SEDAR+ at www.sedarplus.ca under ShellCo's profile.

Monteoro and ShellCo are arm's length parties to each other and, accordingly, the Plan of Arrangement is not a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Additional Information

Further details about the Plan of Arrangement and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Plan of Arrangement. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Plan of Arrangement may not be accurate or complete and should not be relied upon.

About Monteoro Minerals

Monteoro is a private gold exploration company, focused on advancing several initial discoveries and identified drill targets across its +1.2 million hectare land package in Colombia. Monteoro is strategically positioned with a dedicated team of seasoned explorationists, holding an extensive portfolio of top-quality Colombian exploration properties. Monteoro's flagship project, La Ruana, hosts five gold/copper porphyry centers that have been identified over a +3 km north-to-south trend, in addition to epithermal gold/silver trends in the Middle Cauca Belt of Colombia. La Ruana has seen ~12,000 m of historical drilling to date.

For further information, please contact:

Monteoro Minerals Ltd.
Robert Neill, Chief Executive Officer and Director
Phone: +57 320 604 1133
E-mail: [email protected]

1287405 B.C. Ltd.

1287405 B.C. Ltd was incorporated in the province of British Columbia on July 27, 2021. 1287405 B.C. Ltd is a reporting issuer but does not trade on a stock exchange. The principal business of 1287405 B.C. Ltd is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction.

For further information, please contact:

1287405 B.C. Ltd.
James Ward, Chief Executive Officer and Director
Phone: (416) 897-2359
E-Mail: [email protected]

Reader Advisories

Completion of the Plan of Arrangement is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Plan of Arrangement will be completed as proposed or at all.

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

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities in any jurisdiction.‎ The securities referred to in this news release have not been, and will not be, registered under the ‎United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are registered under the ‎United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable ‎exemption from such U.S. registration requirements is available. This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of ‎securities in the United States must be made by means of a prospectus containing detailed ‎information about the company and management, as well as financial statements.‎

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

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that ShellCo expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding the Plan of Arrangement, the Consolidation; a potential name change of ShellCo; implementation of the exchange of securities pursuant to the Plan of Arrangement; the Arrangement resulting in the listing of a Tier 2 Mining issuer; satisfaction of the conditions precedent to closing the Plan of Arrangement, the use of proceeds of the Concurrent Financing, and the listing of the Resulting Issuer Shares on the TSXV.‎ ‎ ShellCo and Monteoro have made certain material assumptions, including but not limited ‎to: ‎prevailing market conditions; general business, economic, competitive, political and social ‎uncertainties; ‎delay or failure to receive board, shareholder or regulatory approvals; and the ‎ability of Monteoro to ‎execute and achieve its business objectives, to develop the forward-looking ‎statements in this news release. There ‎can be no assurance that such statements will prove to be ‎accurate, as actual results and future events could differ ‎materially from those anticipated in such ‎statements. Accordingly, readers should not place undue reliance on ‎forward-looking statements. ‎

Actual results may vary from the forward-looking statements in this news release due ‎to certain ‎material risk factors. These risk factors include, but are not limited to: adverse market conditions; ‎the inability of ShellCo or Monteoro to complete the Plan of Arrangement on the terms disclosed in this news release, or at all; the estimated costs associated with the Plan of Arrangement; reliance on key and qualified personnel; regulatory and ‎other risks associated with the mining industry in general, as well as those risk factors discussed ‎or referred to in disclosure documents filed by ShellCo with the securities regulatory ‎authorities in certain provinces of Canada and available at www.sedarplus.ca. The foregoing list of ‎material risk factors and assumptions is not exhaustive. Should any factor affect ShellCo in an ‎unexpected manner, or should assumptions underlying the forward-looking statements prove ‎incorrect, the actual results or events may differ materially from the results or events predicted. Any ‎such forward-looking statement is expressly qualified in its entirety by this cautionary statement. ‎Moreover, ShellCo does not assume responsibility for the accuracy or completeness of such ‎forward-looking statements. The forward-looking statements included in this news release are ‎made as of the date of this news release and ShellCo undertakes no obligation to publicly ‎update or revise any forward-looking statements, other than as required by applicable law.‎

Not for distribution to U.S. newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312474