IRRUPTIVE METALS INC. ANNOUNCES DEFINITIVE AGREEMENT FOR GO-PUBLIC TRANSACTION WITH 1287398 B.C. LTD.

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

TORONTO, July 16, 2026 /CNW/ -- Irruptive Metals Inc. ("Irruptive"), an emerging copper-gold exploration company focused on high-potential projects in Chile, and 1287398 B.C. Ltd. ("ShellCo") are pleased to announce that Irruptive, ShellCo and 1001591052 Ontario Inc., a wholly owned subsidiary of ShellCo ("SubCo"), have entered into a business combination agreement dated July 14, 2026 (the "Agreement") in connection with a proposed business combination transaction that will result in the "reverse takeover" of ShellCo by Irruptive (the "Proposed Transaction"). Upon completion of the Proposed Transaction, it is anticipated that the common shares (the "Resulting Issuer Shares") of the issuer resulting from the Proposed Transaction (the "Resulting Issuer") will be listed and posted for trading on the TSX Venture Exchange (the "TSXV"). The Proposed Transaction, including the listing of the Resulting Issuer Shares, remains subject to the approval of the TSXV.

Completion of the Proposed Transaction remains subject to the satisfaction or waiver of various conditions customary for a transaction of this nature, including: (i) completion of a concurrent financing by SubCo for aggregate gross proceeds of approximately $935,000 (the "Concurrent Offering") through the issuance of subscription receipts of SubCo; (ii) approval by the directors of Irruptive and ShellCo of the Proposed Transaction and related matters; (iii) reconstitution of the board of directors of ShellCo; (iv) completion of the Consolidation (as defined below); (v) completion of the Name Change (as defined below); (vi) obtaining the requisite approval of the Proposed Transaction and ancillary matters by the shareholders of Irruptive and ShellCo; and (vii) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV.

Subject to satisfaction or waiver of the conditions precedent described herein and in the Agreement, Irruptive and ShellCo anticipate that the Proposed Transaction will be completed in Q3 2026. There is no assurance that the Proposed Transaction will be completed on the terms proposed or at all.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV and that the Resulting Issuer Shares will trade under the symbol "IRR" or such other symbol as determined by Irruptive and acceptable to the TSXV.

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

Upon completion of the Concurrent Offering, and assuming gross proceeds of approximately $935,000, existing shareholders of Irruptive will own approximately 92.3% of the Resulting Issuer, existing shareholders of ShellCo will own approximately 1.4% of the Resulting Issuer, holders of Irruptive Subscription Receipts (as defined below) will own approximately 5.1% of the Resulting Issuer, and holders of SubCo Subscription Receipts (as defined below) will own approximately 1.2% of the Resulting Issuer, on a basic, non-diluted basis.

Proposed Transaction

The Proposed Transaction will result in ShellCo acquiring all of the issued and outstanding shares of Irruptive (each, an "Irruptive Share") and all of the issued and outstanding Class A common shares of SubCo (each, a "Class A SubCo Share"), in exchange for the issuance of common shares of ShellCo (each, a "ShellCo Share") by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) among Irruptive, ShellCo and SubCo. The entity resulting from the amalgamation of Irruptive and SubCo will become a wholly owned subsidiary of ShellCo (being the Resulting Issuer upon completion of the Proposed Transaction).

Prior to the effective time of the Proposed Transaction (the "Effective Time"), it is expected that ShellCo will consolidate all issued and outstanding ShellCo Shares (the "Consolidation") at a ratio of one post-Consolidation ShellCo Share for every 3.616668 pre-Consolidation ShellCo Shares. In addition, in connection with the Proposed Transaction, it is anticipated that ShellCo will change its name to "Irruptive Metals Corp.", or such other name as may be acceptable to Irruptive and the TSXV (the "Name Change").

As consideration for the acquisition of their Irruptive Shares, holders of Irruptive Shares will receive one Resulting Issuer Share (being one ShellCo Share after giving effect to the Name Change and Consolidation) for each one Irruptive Share held immediately prior to the Effective Time at a deemed price of $0.70 per Resulting Issuer Share.

As consideration for the acquisition of their Class A SubCo Shares, holders of Class A SubCo Shares will receive one Resulting Issuer Share (being one ShellCo Share after giving effect to the Name Change and Consolidation) for each one Class A SubCo Share held immediately prior to the Effective Time at a deemed price of $0.70 per Resulting Issuer Share.

In addition, there are currently 2,400,000 outstanding incentive stock options of Irruptive ("Irruptive Options") and 242,856 outstanding deferred share units of Irruptive ("Irruptive DSUs"). Holders of Irruptive Options and Irruptive DSUs will receive replacement options and DSUs of the Resulting Issuer, respectively, on substantially the same terms.

Irruptive Subscription Receipts

On February 23, 2026, Irruptive completed a private placement offering of 5,871,432 subscription receipts of Irruptive (the "Irruptive Subscription Receipts") for gross proceeds of $4,110,002. Each Irruptive Subscription Receipt will be automatically converted, without payment of additional consideration therefor or further action by the holder thereof, into one common share of Irruptive (each, a "SR Share") immediately before the Effective Time, upon the satisfaction or waiver of certain escrow release conditions on or before August 22, 2026 (the "Irruptive Escrow Release Deadline"). Upon completion of the Proposed Transaction, each SR Share shall immediately be exchanged for one Resulting Issuer Share for no additional consideration and without any further action by the holders thereof.

Concurrent Financing

In support of its application to list as a Tier 2 issuer on the TSXV, including to meet the minimum public distribution requirements of the TSXV, SubCo intends to complete a private placement offering of subscription receipts of SubCo (the "SubCo Subscription Receipts") at a price of $0.70 per SubCo Subscription Receipt for gross proceeds of approximately $935,000. There can be no assurance that the Concurrent Offering will be completed or that the aforementioned public distribution requirements will be met.

Each SubCo Subscription Receipt will be automatically converted, without payment of additional consideration therefor or further action by the holder thereof, into one Class A common share of SubCo (each, a "SR Class A Share") immediately before the Effective Time, upon the satisfaction or waiver of certain escrow release conditions on or before the date that is 120 days following the closing date of the Concurrent Offering. Upon completion of the Proposed Transaction, each SR Class A Share shall immediately be exchanged for one Resulting Issuer Share for no additional consideration and without any further action by the holders thereof.

The net proceeds of the Concurrent Offering are expected to be used to fund the working capital requirements of the Resulting Issuer.

The ShellCo Offering

On March 9, 2026, ShellCo completed a private placement offering of 1,960,000 ShellCo Shares for gross proceeds of $196,000 (the "ShellCo Offering").

Insiders and Non-Arm's Length Parties of the Resulting Issuer

Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five directors: Alfredo Bazo, Ramon Araneda, Ignacio Agramunt, Drew Clark, and Nadine Miller. It is anticipated that the senior management of the Resulting Issuer will be as follows: Alfredo Bazo as President and Chief Executive Officer, Judson Culter as Chief Financial Officer and Corporate Secretary, Ramon Araneda as Chairman, Claudio Burgoa as Chief Geologist, and Robert Oehninger as Country Manager, Chile.

Alfredo Bazo – President, Chief Executive Officer and Director

Mr. Bazo has more than 20 years of leadership experience in the mining and engineering sectors, including CEO and CFO roles across exploration, drilling, contracting and development companies. He is also a Director of Castor Mine and CEO of Black Swan Minerals. Mr. Bazo is the former CEO of Silver Mountain Resources, former CEO of Master Drilling Peru, and the former CFO of Administracion de Empresas, as well as former CFO of Buenaventura Ingenieros, and former CEO of ATIK I&C.

Judson Culter – Chief Financial Officer and Corporate Secretary

Mr. Culter is an experienced start-up entrepreneur and co-founded Stockworks Gold in 2025. Mr. Culter has over fifteen years of international finance, capital markets, and accounting experience. He has helped to raise over $25 million in private and public financings for start-ups and growth-oriented companies in the Pacific Northwest, Asia Pacific, and South America. He has taken several mineral resource companies public, most recently Stockworks Gold, and prior to that Rover Critical Minerals and the Dolly Varden Silver project (TSXV: DV), whereby he was a co-founder and also managed the exploration drill program (prior to Hecla Mining investment). Mr. Culter is a former U.S. licensed CPA and has over six years of experience working in the U.S. at the finance management level. He holds an active Canadian CPA licence (non-practicing).

Claudio Burgoa – Chief Geologist

Mr. Burgoa is a P.Geo. with over 25 years of experience as a geologist, spanning greenfield exploration of Cu-Au-Mo porphyry and Au-Ag-Cu HS epithermal deposits across the Andes. He has experience in geological modelling, vectoring-targeting and delineation/resources. Mr. Burgoa has held senior principal geologist and project manager roles at major mining companies, including Goldfields, Kinross, Hochschild, BHP, Anglo American, and EMSA-Codelco. He was involved in the exploration and discovery of the Salares Norte Au-Ag HS epithermal deposit and the Valeriano Cu-Au porphyry project.

Robert Oehninger – Country Manager, Chile

Mr. Oehninger is an entrepreneurial executive and multi-company founder and CEO with over 20 years of experience in mining and diversified industries, building, scaling, and operating businesses across multiple sectors. He has a strong track record in capital raising and deal structuring, including high-value negotiations and strategic transactions. Mr. Oehninger is an execution-focused leader driving disciplined growth, value creation, and long-term returns.

Ramon Araneda – Chairman and Director

Mr. Araneda has 50 years of experience as an economic geologist in South America, specializing in the base and precious metals industry. He was the founding member of ATEX Resources as the vendor of the Valeriano project. Mr. Araneda was responsible for world-class discoveries including Valeriano, Pascua Lama, Lagunas Norte, and Tambo. He played a crucial role in growing assets at Homestake and Placer Dome, contributing to the growth and consolidation of Lac Minerals and Barrick Gold in South America.

Ignacio Agramunt – Director

Mr. Agramunt has over 25 years of professional experience leading and developing teams within the aeronautics, fishing, and mining industries. He is the current Chairman of ADBTrasemisa, former Chief Strategy Officer of TORSA, Innovation Manager of Buenaventura, Fleet Manager at TASA, former Maintenance Manager and Deputy Development Manager at LAN Airlines, and has held engineering roles at Airbus.

Drew Clark – Director

Mr. Clark is a metals and mining industry professional with 20 years of experience in research, investment banking, and corporate development roles. He has completed over $300 million of royalty deals through more than 30 transactions over the last 12 years. Mr. Clark is the current CEO of Summit Royalty, and the former VP Corporate Development at Metalla Royalty, VP at a boutique investment bank and the former VP Corporate Development at Premier Royalty and Carlisle Goldfields, acquired by Sandstorm and Alamos, respectively.

Nadine Miller – Director

Ms. Miller is a professional engineer, executive, and corporate director with over 20 years of experience in engineering and design project management in mining and transportation, with her area of specialization within mining being focused on tailings. She is currently the founder and CEO of an Austin, Texas-based tech start-up. Ms. Miller is the former VP of Cybersecurity and Operational Technology and non-executive director of JDS Energy and Mining.

Information regarding the financial statements of Irruptive and the expected capitalization of the Resulting Issuer will be provided once available in a subsequent news release.

About Irruptive Metals Inc.

Irruptive Metals Inc. is a private mineral exploration company incorporated under the Business Corporations Act (Ontario). Irruptive is headquartered in Toronto, Ontario, and is focused on the acquisition, exploration and development of high-potential copper and gold mineral properties located in Chile. Irruptive holds an option to acquire up to a 100% interest in certain mining claims, leases, concessions or other mining rights comprising the Pimentón property in Chile (the "Pimentón Project"), pursuant to an earn-in agreement dated November 18, 2025 between Irruptive and Minera Tamidak Limitada (the "Pimentón Option Agreement").

About the Pimentón Project

The Pimentón properties are located in the prolific high Andes Mountains of Chile. The major property surrounds and includes the Pimentón Project at an elevation between 3,350 and 4,500 metres above sea level. It is located approximately 120 km NNE of the city of Santiago and 50 km northeast of the town of Los Andes, in the district of San Esteban, Province of Los Andes, Region V, Chile. Its central UTM coordinates are N 6,407,500 and E 386,000 (Datum PSAD-56, 19 South).

About 1287398 B.C. Ltd.

ShellCo is an unlisted reporting issuer that was incorporated under the Business Corporations Act (British Columbia) on February 3, 2021. ShellCo is a reporting issuer in the provinces of British Columbia and Alberta. ShellCo does not have an active business and its principal objective is to identify and evaluate assets or businesses with a view to potentially acquire them by completing a purchase transaction, exercising an option or by any other form of concomitant transaction. Additional information on ShellCo can be found by reviewing its profile on SEDAR+ (www.sedarplus.ca) under 1287398 B.C. Ltd.'s issuer profile.

Cautionary Note Regarding Forward-Looking Information

This news 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 ShellCo and Irruptive 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 whether the Proposed Transaction will be consummated and whether the Concurrent Offering will be completed, including whether conditions to the consummation of the Proposed Transaction will be satisfied, whether the Concurrent Offering will be fully subscribed, whether the conversion of the SubCo Subscription Receipts will occur prior to the Subco Escrow Release Deadline, whether the conversion of the Irruptive Subscription Receipts will occur prior to the Irruptive Escrow Release Deadline, the ability of the Resulting Issuer to carry out its exploration activities and incur exploration expenditures, or the timing for completing the Proposed Transaction and Concurrent Offering.

Readers are cautioned that forward-looking information is not based on historical facts but instead reflect management of ShellCo and Irruptive'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 ShellCo and Irruptive believe 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 combined 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 consummate the Proposed Transaction and/or Concurrent Offering and to cause the conversion of the Irruptive Subscription Receipts and the SubCo Subscription Receipts prior to the applicable deadlines; the ability of Irruptive to meet its obligations under the Pimentón Option Agreement; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or Concurrent Offering on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Offering 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; the ability of the Resulting Issuer and Irruptive to carry out its exploration activities as currently contemplated; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and/or Concurrent Offering. This forward-looking information may be affected by risks and uncertainties in the business of ShellCo and Irruptive and market conditions.

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 ShellCo and Irruptive have 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. ShellCo and Irruptive do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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 news 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.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the TSXV acceptance and, if applicable pursuant to the TSXV requirements, and certain other corporate and/or regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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

The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

SOURCE Irruptive Metals Inc.

Further Information: Irruptive Metals Inc., Alfredo Bazo, President, Chief Executive Officer and Director, Email: [email protected]