Elton Resources Announces Closing of Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - September 29, 2026) - Further to its news releases dated April 16, 2026, May 27, 2026, July 16, 2026, September 11, 2026, and September 23, 2026, Elton Resources Corp. (formerly, Chicane Capital I Corp.) (the "Company" or "Chicane", and after completion of the Transaction (as defined herein), referred to herein as the "Resulting Issuer") is pleased to announce that it has closed its reverse-takeover transaction with Elton Resources Corp. ("Elton"), a private British Columbia corporation, (the "Transaction") pursuant to a merger agreement dated effective May 26, 2026 (the "Merger Agreement"), between the Company, Elton, and 1589751 B.C. Ltd. ("AcquisitionCo"), a wholly-owned subsidiary of the Company.

The Transaction

Pursuant to the terms of the Transaction and the Merger Agreement, Chicane acquired all of the issued and outstanding securities of Elton by way of a three-cornered amalgamation whereby Elton amalgamated with AcquisitionCo (the "Amalgamation") pursuant to the provisions of the Business Corporations Act (British Columbia), and the entity resulting from the Amalgamation became a wholly-owned subsidiary of Chicane. The Transaction resulted in the existing shareholders of Elton owning a majority of the outstanding common shares of Chicane (prior to the completion of the Continuance (as defined herein), Consolidation (as defined herein), and Transaction, referred to herein as the "Chicane Shares", and after the completion of the Continuance, Consolidation, and Transaction, referred to herein as the "Resulting Issuer Shares") and the Resulting Issuer was renamed "Elton Resources Corp." (the "Name Change").

Prior to the effective time of the Transaction (the "Effective Time"), Chicane continued from Ontario to British Columbia (the "Continuance") and Chicane completed a consolidation (the "Consolidation") in respect of the Chicane Shares on the basis of 0.75 basis post-Consolidation Chicane Shares (each whole post-Consolidation Chicane Share, a "Chicane Post-Consolidation Share") for each one (1) pre-Consolidation Chicane Share such that, immediately following the Consolidation, there were approximately 4,491,000 Chicane Post-Consolidation Shares issued and outstanding (excluding any Chicane Post-Consolidation Shares issuable pursuant to the Transaction or upon conversion of the Chicane Subscription Receipts (as defined herein)). Additionally, all outstanding incentive stock options and share purchase warrants of Chicane were adjusted on the same basis as the Consolidation each in accordance with their terms, such that following the Consolidation, there were approximately (i) incentive stock options of the Resulting Issuer exercisable to acquire approximately 354,000 Resulting Issuer Shares held by former holders of incentive stock options of Chicane and (ii) share purchase warrants of the Resulting Issuer ("Resulting Issuer Warrants") exercisable to acquire approximately 231,600 Resulting Issuer Shares held by former holders of share purchase warrants of Chicane.

As consideration for the acquisition of all of the outstanding securities of Elton, holders of the issued and outstanding common shares of Elton ("Elton Shares") received one (1) Resulting Issuer Share/Chicane Post-Consolidation Share for each one (1) Elton Share (the "Exchange Ratio") held. Pursuant to the Amalgamation and the Merger Agreement, an aggregate of approximately 154,218,426 Elton Shares issued and outstanding as of the Effective Time, including (i) 44,950,000 Elton Shares issued upon the conversion of the Elton HD Subscription Receipts (as defined herein), (ii) 39,268,426 Elton Shares issued to Generation Mining Limited ("Generation") immediately prior to the completion of the Amalgamation pursuant to the terms of a second amended and restated asset purchase agreement dated May 25, 2026 between Generation and Elton, and (iii) 70,000,000 Elton Shares held by former Elton shareholders other than Generation and former holders of Elton HD Subscription Receipts, were exchanged for an equal number of Resulting Issuer Shares at a deemed price per Resulting Issuer Share of $0.20 for aggregate deemed value of approximately $30,843,685.20.

In addition, prior to the Effective Time, (i) there were 2,000,000 outstanding incentive stock options of Elton, each exercisable for one Elton Share, which were exchanged for an aggregate of 2,000,000 incentive stock options of the Resulting Issuer, each exercisable to acquire one Resulting Issuer Share, pursuant to the Exchange Ratio, and (ii) there were approximately 22,475,000 Elton Share purchase warrants (the "Elton Financing Warrants") issued upon the conversion of the Elton HD Subscription Receipts and 4,384,909 non-transferable Elton Share purchase warrants (the "Elton Compensation Warrants") issued to the Agents (as defined herein) in connection with the Private Placement which were exchanged for an aggregate of approximately 26,859,909 Resulting Issuer Share purchase warrants, each exercisable to acquire one Resulting Issuer Share, pursuant to the Exchange Ratio.

Upon closing of the Transaction, the Resulting Issuer also paid a finder's fee in the amount of $10,000 and issued 75,000 Resulting Issuer Shares to Carlo Rigillo, an arm's length party to both Elton and Chicane.

Further details regarding the Transaction can be found in the filing statement of the Company and Elton dated September 23, 2026 (the "Filing Statement") and the Merger Agreement, copies of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Conversion of Subscription Receipts

Additionally, further to the Company's press releases dated July 16, 2026 and September 11, 2026, the Company and Elton are pleased to announce that, immediately prior to the completion of the Amalgamation, an aggregate of 44,950,000 subscription receipts of Elton (the "Elton HD Subscription Receipts") issued pursuant to the previously announced private placement of Elton completed on July 16, 2026 and September 10, 2026 (the "Private Placement") were automatically converted, in accordance with their terms and without any further action on the part of the holders thereof, into 44,950,000 Elton Shares and approximately 22,475,000 Elton Financing Warrants, as a result of the satisfaction of the applicable escrow release conditions. The Elton Shares and Elton Warrants issued upon conversion of the Elton HD Subscription Receipts were subsequently exchanged into Resulting Issuer Shares and Resulting Issuer Warrants, pursuant to the Exchange Ratio, in connection with the completion of the Transaction. Prior to the exchange of the Elton Financing Warrants for Resulting Issuer Warrants pursuant to the Transaction, each Elton Warrant was exercisable to acquire one (1) Elton Share until September 29, 2029. The Resulting Issuer Warrants issued in exchange for the Elton Financing Warrants were issued pursuant to the terms of a warrant indenture between the Resulting Issuer and TSX Trust Company, as warrant agent, dated September 29. 2026 (the "Warrant Indenture"), and are each exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $0.30 until September 29, 2029, subject to adjustment in accordance with the terms of the Warrant Indenture.

Additionally, immediately following completion of the Amalgamation, (i) an aggregate of 33,431,819 "flow-through" subscription receipts of the Company (the "Chicane FT Subscription Receipts") issued pursuant to the Private Placement were cancelled and the holders thereof subscribed for and received, without any further action and without payment of additional consideration, an aggregate of 33,431,819 Resulting Issuer Shares which qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "ITA") and 16,715,909 flow-through Resulting Issuer Warrants which qualify as "flow-through shares" within the meaning of subsection 66(15) of the ITA (the "Chicane FT Warrants"); and (ii) and 4,700,000 subscription receipts of the Company (the "Chicane HD Subscription Receipts" and together with the Chicane FT Subscription Receipts, the "Chicane Subscription Receipts") issued pursuant to the Private Placement have been automatically converted, without any further action on the part of the holders, into 4,700,000 Resulting Issuer Shares and 2,350,000 Resulting Issuer Warrants (the "Chicane HD Warrants"), as a result of the satisfaction of the applicable escrow release conditions. The Chicane FT Warrants and each Chicane HD Warrants were issued pursuant to the terms of the Warrant Indenture, and are each exercisable to acquire one (1) Resulting Issuer Share at an exercise price of $0.30 until September 29, 2029, subject to adjustment in accordance with the terms of the Warrant Indenture.

The gross proceeds of the Private Placement less the expenses payable to Canaccord Genuity Corp., as lead agent and sole bookrunner in connection with the Private Placement, together with a syndicate of agents including ECM Capital Advisors Ltd., Clarus Securities Inc. and Stifel Nicolaus Canada Inc, (the "Agents") were deposited with and held in escrow by TSX Trust Company, as subscription receipt agent, pending satisfaction of certain escrow release conditions. The funds being held in escrow by TSX Trust Company have been released in accordance with the subscription receipt agreements entered into in connection with the Private Placement, with the cash commission payable to the Agents in the aggregate amount of $877,922.51 and certain other expenses of the Agents being released to the Agents, certain expenses of TSX Trust Company being withheld by TSX Trust Company and the balance of the funds being released to the Company, representing the net proceeds of the Private Placement.

Escrowed Shares

On completion of the Transaction, certain Principals (as defined policies of the TSX Venture Exchange (the "Exchange")) of the Resulting Issuer and certain non-Principals subject to Principal escrow in accordance with Policy 5.4 - Capital Structure, Escrow and Resale Restrictions of the Exchange ("Policy 5.4") holding an aggregate of 38,483,300 Resulting Issuer Shares and 431,818 Resulting Issuer Options are subject to escrow in accordance with section 3.2 of Policy 5.4 and pursuant to an escrow agreement dated on or about September 29, 2026, between the Company, TSX Trust Company, as escrow agent, and such individuals (the "Escrow Agreement"). Pursuant to Policy 5.4 and the Escrow Agreement, 10% of the escrowed shares will be released at the time of the final bulletin of the Exchange (the "Final Exchange Bulletin"), 15% of the escrowed shares will be released 6 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 12 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 18 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 24 months from the Final Exchange Bulletin, 15% of the escrowed shares will be released 30 months from the Final Exchange Bulletin, and 15% of the escrowed shares will be released 36 months from the Final Exchange Bulletin.

Certain current and/or former shareholders of the Company are subject to an escrow agreement dated December 14, 2022 (the "CPC Escrow Agreement"), with the Exchange and TSX Trust Company, as escrow agent, in respect of 2,175,000 Resulting Issuer Shares and 354,000 Resulting Issuer Options. Under the terms of the CPC Escrow Agreement, 25% of the escrowed securities will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter.

An additional 68,235,126 Resulting Issuer Shares are further subject to seed share resale restrictions in accordance with Policy 5.4 ("SSRR") with 20% of such Resulting Issuer Shares released from SSRR on the closing of the Transaction and a further 20% of the Resulting Issuer Shares released from SSRR each 3 months thereafter.

In connection with the Private Placement, each director, executive officer and principal shareholder (as determined by Canaccord Genuity Corp., as lead agent) of the Resulting Issuer, have also executed lock-up agreements (the "Lock-Up Agreements") in favour of the Agents, pursuant to which each has agreed not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Resulting Issuer Shares, whether owned directly or indirectly at the time of execution of such Lock-Up Agreement or after acquired, or under their control or direction, or with respect to which each has beneficial ownership (the "Locked-Up Securities"), or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Locked-Up Securities, whether such transaction is settled by the delivery of Resulting Issuer Shares, other securities, cash or otherwise, for a period (the "Lock-Up Period") commencing on the date of execution of such Lock-up Agreement and ending 120 days following the completion of the Transaction.

Board of Directors and Executive Management

Following the completion of the Transaction, the following individuals will comprise the directors and officers of the Company:

Auditors

Concurrently with the closing of the Transaction, MNP LLP has been appointed as the auditors of the Company.

Year End

Following completion of the Transaction, the fiscal year end of the Company shall be June 30.

Equity Incentive Plan

Upon closing of the Transaction, the board of directors of the Resulting Issuer adopted an omnibus equity incentive plan (the "Equity Incentive Plan") dated September 29, 2026, which was previously approved by the Exchange and shareholders of the Company. A copy of the Equity Incentive Plan is attached as Schedule J to the Filing Statement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Early Warning

Pursuant to the terms of the Transaction, Carson Phillips with an address for service at 2600-1066 West Hastings Street, Vancouver, British Columbia, directly or indirectly, acquired 24,483,300 Resulting Issuer Shares, 181,818 Resulting Issuer Options and 250,000 Resulting Issuer Warrants on September 29, 2026, in exchange for Elton Shares, Elton Options and Elton Warrants previously held by Mr. Phillips on the same basis as all other prior securityholders of Elton.

As a result of the Transaction and in connection with the exchange of Elton Shares, Elton Options and Elton Warrants for Resulting Issuer Shares, Resulting Issuer Options and Resulting Issuer Warrants, Mr. Phillips acquired indirect ownership and control of approximately 12.43% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis and 12.62% on a partially diluted basis as of the date of closing of the Transaction. Prior to the Transaction, neither Mr. Phillips nor any joint actor had ownership or control of any securities of the Company. The Resulting Issuer Shares acquired by Mr. Phillips were issued from treasury pursuant to the Transaction for deemed consideration per Resulting Issuer Share of $0.20 for an aggregate deemed consideration paid of $4,896,660.

Mr. Phillips acquired the Resulting Issuer Shares for investment purposes. Depending upon the circumstances, Mr. Phillips may, from time to time, acquire additional securities of the Company or dispose all or a portion of the securities of the Company previously acquired.

The disclosure respecting Carson Phillips' security holdings of the Company contained in this news release is made pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and a report respecting the above acquisition will be filed with the application securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available for viewing at www.sedarplus.ca.

About Elton Resources Corp.

Elton is a mining exploration company focused on the exploration and development of the Darnley Bay project in Northwest Territories, Canada. For more information, please visit www.eltonresources.com.

Additional Information for Shareholders

For further information, please refer to the Filing Statement posted to the Company's issuer profile on SEDAR+ at www.sedarplus.ca, as well as the press releases dated April 16, 2026, May 27, 2026, July 16, 2026, September 11, 2026, and September 23, 2026.

Further Information

For further information, please contact:

Elton Resources Corp
c/o Suite 2600, 1066 West Hastings Street
Vancouver, British Columbia V6E 3X1
Canada

Contact: Carson Philips
Telephone: 604-657-5871

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

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Resulting Issuer should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the resumption of trading of the Resulting Issuer Shares and final approval from the Exchange for the Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain requisite regulatory and other approvals of the Transaction and/or the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and Elton and market conditions. Additional information identifying risks and uncertainties are contained in the filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding pursuant to the process of completing the Consolidation and the exchange of Elton securities for Resulting Issuer securities.

The Resulting Issuer Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. The Company is a reporting issuer in Alberta, British Columbia, Ontario and Prince Edward Island.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316712