Black Pearl Resources Enters Binding Agreement for Reverse Takeover and Acquisition of Errington Metals with Brokered Private Placement by MDCP Securities

VANCOUVER, BC, Feb. 3, 2026 /CNW/ - Black Pearl Resources Corp. ("Black Pearl" or the "Company") announces that it has entered into a business combination agreement (the "Agreement") with Errington Metals Inc. ("Errington") and 1001474534 Ontario Inc. ("Subco"), a wholly owned subsidiary of Black Pearl, pursuant to which Errington will complete a reverse take-over of Black Pearl (the "Transaction") and seek to complete a listing of the common shares of the entity resulting from the Transaction (the "Resulting Issuer") on the TSX Venture Exchange or such other recognized Canadian exchange as agreed to between Errington and the Shell (the "Exchange"). Completion of the Transaction is expected in the second quarter of 2026, subject to customary conditions including regulatory and shareholder approvals and financing completion.

Transaction Terms

On January 28, 2026, the Company, an unlisted reporting issuer in Canada, Subco and Errington, a corporation existing under the laws of Ontario, entered into the Agreement outlining the terms upon which the parties intend to complete the Transaction. Under the terms of the Transaction, Errington will become a wholly-owned  subsidiary of the Company and the former shareholders of Errington will become shareholders of the Company.  The Resulting Issuer will carry on the business of Errington on completion. The Transaction will be undertaken in conjunction with a brokered subscription receipts financing of Errington for gross proceeds of up to $3.5 million (the "Financing") led by MDCP Securities Ltd. (the "Agent"). In connection with the Transaction, the Company will effect a consolidation of its outstanding common shares in accordance with the terms of the Agreement and change its name to Errington Metals Inc. or such other name as Errington or the Company may determine.

The Resulting Issuer will seek to list its common shares on the Exchange in connection with the Transaction. Such listing will be subject to fulfilling all of the listing requirements of the Exchange (the "Listing").

Completion of the Transaction will be subject to a number of conditions, including, but not limited to, (i) the Company obtaining Errington shareholder approval for the Transaction, (ii) the parties obtaining all required regulatory approvals, (iii) the completion of the Financing, and (iv) approval for the Listing.

Subscription Receipt Financing

In connection with the Transaction, Errington will complete the Financing for aggregate gross proceeds of up to C$3.5 million. The Financing will consist of a private placement of subscription receipts of Errington (the "Subscription Receipts") at a price of C$1.25 per Subscription Receipt (the "Issue Price"). Each Subscription Receipt will entitle the holder, without payment of any additional consideration or further action on the part of the holder, and subject to adjustment in certain events, to receive one common share of Errington (an "Underlying Share") upon satisfaction of certain escrow release conditions. Pursuant to the Transaction, each Underlying Share shall be exchanged for one post-consolidated common share of the Resulting Issuer (a "Resulting Issuer Share").

The Financing will be led by the Agent. The Agent will receive a cash commission equal to 5.0% of the aggregate gross proceeds of the Financing (the "Commission").

The closing of the Financing is expected to occur no later than March 10, 2026, or such later date as Errington, Black Pearl and the Agent may agree (the "Closing Date").

On the Closing Date, the gross proceeds of the Subscription Receipts less 50% of the Commission and the Agent's expenses up to and including the Closing Date (the "Escrowed Proceeds", and together with all interest and other income earned thereon, the "Escrowed Funds") will be delivered to and held by an escrow agent (the "Subscription Receipt Agent") until the earlier occurrence of a Termination Event (as defined below) or satisfaction of the following conditions (the "Escrow Release Conditions"): (a) written confirmation from Errington and Black Pearl that all conditions precedent to the completion of the Transaction and all covenants in the Agreement, shall have been satisfied without any material amendment, except for those conditions that have been waived by the Agent; (b) the receipt of all required regulatory, shareholder and third-party approvals, if any, required in connection with the Transaction and the conditional acceptance of the Exchange to the listing of the Resulting Issuer Shares; and (c) the delivery by Errington, Black Pearl and the Agent of the release certificate to the Subscription Receipt Agent in accordance with the terms of the Subscription Receipt Agreement.

In the event that: (i) the Escrow Release Conditions are not satisfied at or before 11:59 p.m. (Toronto time) on the date that is 180 days after the Closing Date (as the same may be extended in accordance with the terms of the Subscription Receipt Agreement) (the "Termination Date"), and unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement (as defined herein); (ii) prior to the Termination Date, Errington advises the Agent or announces to the public that it does not intend to or cannot satisfy any one or more of the Escrow Release Conditions; or (iii) the Agreement is terminated in accordance with its terms at any earlier time, the Subscription Receipt Agent shall return within five (5) business days, to each holder of Subscription Receipts, an amount equal to the Issue Price per Subscription Receipt held by such holder plus a pro rata share of any interest or other income earned on the Escrowed Funds (less applicable withholding tax, if any).

Upon satisfaction of the Escrow Release Conditions, the Subscription Receipt Agent shall release from the Escrowed Funds: (i) to the Agent, an amount equal to the remaining 50% of the Commission and all previously unpaid expenses of the Agent, and (ii) to the Resulting Issuer, the balance of the remaining Escrowed Funds. Following the completion of the Transaction and release from escrow, the net proceeds from the Financing are intended to be used for the advancement Errington's business, working capital and general corporate purposes, including transaction costs.

About Black Pearl Resources Corp.

Black Pearl Resources Corp. is an exploration mining company based in British Columbia, Canada. The principal business of the Company is the exploration and evaluation of mining properties.

Cautionary Note Regarding Forward-looking Statements and Information

This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to the Company's future business, financial outlook and anticipated events or results and may include information regarding its financial position, business strategy, growth strategies, addressable markets, market share, budgets, operations, financial results, taxes, operating environment, business plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, growth, achievements, prospects or opportunities or the markets in which they operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "budget", "estimates", "outlook", "financial outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information may include, among other things, statements regarding the completion of the Transaction and the Financing, the Listing, the business of the Resulting Issuer and satisfaction of the Escrow Release Conditions. Although the Company believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Company, and its management and board of directors, as of the date hereof, the Transaction will be completed on terms and timing currently contemplated, all conditions to the completion of the Transaction will be satisfied or waived and the Agreement will not be terminated prior to the completion of the Transaction. The Company cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Company, and there is no assurance that they will prove correct. Forward‐looking statements also involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward‐looking statements. Factors that may cause such differences include, but are not limited to, changes to general economic, market and business conditions; the Company's future financial and operating performance; the ability of the Company to complete the Transaction; the Company's ability to provide a return on investment; the Company's ability to maintain a strong financial position and manage costs; the ability of the Company to maximize the utilization of its existing assets and investments; and that the completion of the Transaction and the Financing is subject to the satisfaction or waiver of a number of conditions as set forth in the Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Transaction. There is a risk that some or all the expected benefits of the Transaction may fail to materialize or may not occur within the time periods anticipated by the Company. Material risks that could cause actual results to differ from forward‐looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the Resulting Issuer; the risk associated with the Company's ability to obtain the approvals required to consummate the Transaction and the timing of the closing of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; the ability to have the Resulting Issuer Shares listed on the Exchange within the timing currently expected; and the diversion of management time on transaction‐related issues. Consequently, there can be no assurance that the actual results or developments anticipated by the Company (including the Transaction and impact or benefits related thereto) will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on the Company, its shareholders, or the future results and performance of the Company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see the Company's financial statements for the quarter ended September 30, 2025 and related MD&A, each available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of the Company at the time the statements are made, and there should be no expectation that these forward looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Company disclaims any obligation to do so except as required by law.

SOURCE Black Pearl Resources Corp.

Investor Relations, Hashim Ahmed, Director, [email protected], [phone]