Madoro Consolidates Quebec's Emerging Decelles Lithium Camp with the Proposed Takeover of Australian Privately Owned Narrow River Resources

(TheNewswire)

February 2, 2026 – TheNewswire - VANCOUVER, British Columbia – Madoro Metals Corp.(“Madoro” or the “Company”) (TSX VENTURE: MDM; OTC: MXSTF;FSE: A2QQ1X), a mining exploration company primarily focused on hardrock lithium and critical mineral projects in Québec, Canada ispleased to announce that it has signed a letter of intent datedJanuary 30, 2026 (the “LOI”) with Narrow River Resources Pty Ltd.(“NRR”), an arm’s length party to Madoro, to acquire all ofNRR’s assets in the Province of Québec (the “Proposed Transaction”). It is anticipated that the Proposed Transaction willconstitute a “Reverse Takeover” of Madoro  in accordance withPolicy 5.2 – Changes ofBusiness and Reverse Takeovers of the TSXVenture Exchange (the “Exchange”).

NRR is a private company existing under the laws ofAustralia and holds exclusive exploration rights (formerly know asclaims) in the Decelles mining camp in the Abitibi Temiscamingueregion, approximately 75 kilometers southwest of Val-d’Or,contiguous with Madoro’s First Green Lithium property (see Figure1).

It is anticipated that, upon closing of the ProposedTransaction, the two properties combined will comprise a total of atleast 350 exclusive exploration rights covering a minimum of 20,000hectares in this emerging lithium belt where large mineral claimholdings have been assembled by several companies.  The propertieslie north of the Tansim project discovery held by Elevra LithiumLimited (ASX: ELV) (previously Sayona Mining) and southwest of theDecelles Project held by Power Metals Corp (TSX-V: PWM).

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Figure 1:  Landholdings in the Decelles Region, Québec

“The combination of the two companies will allow usto focus our combined efforts on advancing these properties,” saidBrian Ostroff, Madoro’s Executive Chairman.  “Over the last fewyears, Québec has emerged as a ‘go to’ jurisdiction for hard rocklithium and critical mineral exploration with several large-scalediscoveries.  The Decelles area of Québec has not been widely explored for lithium but early-stage work by somelarger companies in the area has identified it as an area of interestthat we will look to exploit.”

Stephen Roux, Director of Narrow River Resources PtyLtd. added, “aside from all the operational and geological benefitsachieved through the combination of these assets, this transactionwill also allow investors the opportunity to participate in a companythat will be one of the largest claim holders in this emerging campand, while lithium remains the primary focus, the area is alsoprospective for other valuable minerals such as gold.  Thetransaction with Madoro will allow the combined Company to activelypursue these opportunities.  As well, this transaction moves us frombeing a private company to a public company providing easier accessfor qualified investors who want to participate in the potential ofthese properties.”

Staffan Ever, Chairman of Square Resources Holding PtyLtd and shareholder of Narrow River Resources added “as asignificant global player in the raw material supply chain ofexploration through sales, marketing and trading, we look toprospective areas as an opportunity to explore for the next potentialmine.  As a key investor in NRR, we believe this transaction withMadoro offers an opportunity to be involved in a venture that canprove out a future resource with supply potential.”

Summary of the Proposed Transaction

The LOI contemplates that Madoro and NRR will negotiateand enter into a definitive agreement in respect of the ProposedTransaction (the “DefinitiveAgreement”), pursuant to which it isanticipated that Madoro will acquire from NRR all of the issued andoutstanding shares of the subsidiary of NRR which holds the Property(“NRR SubCo”) in exchange for 95 million common shares of Madoro (the“Madoro Shares”) .  As additional consideration, Madoro will grant NRR a2% net smelter return royalty on the Property, of which 0.5% can bebought back at any time at the discretion of MDM for$1,000,000.

It is anticipated that the resulting entity followingthe completion of the Proposed Transaction (the “Resulting Issuer”)will continue Madoro’s mining exploration activities and continueits listing on the Exchange as a Tier 2 mining issuer. The business ofthe Resulting Issuer will be primarily focussed on the exploration ofthe Resulting Issuer’s combined projects in the Province ofQuébec.

The Madoro Shares to be issued in connection with theProposed Transaction will be issued pursuant to exemptions from theprospectus requirements of applicable securities legislation.Furthermore, certain common shares of the Resulting Issuer, includingcertain Madoro Shares to be issued pursuant to the ProposedTransaction, are expected to be subject to escrow requirements underthe policies of the Exchange, including the securities of theResulting Issuer held by “Principals” (as defined under Exchangepolicies).

The completion of the Proposed Transaction remainssubject to a number of terms and conditions, among other standardconditions for a transaction of this nature, including, among otherthings: (i) the negotiation and execution of the Definitive Agreement;(ii) Madoro having received a satisfactory technical report on theProperty prepared in accordance with National Instrument 43-101 –Standards of Disclosure forMineral Projects; (iii) Madoro having receivedfrom NRR the required audited and unaudited financial statements inrelation to the Property and NRR SubCo; (iv) no material adversechanges occurring in respect of either Madoro or NRR; (v) the parties obtaining all necessary consents, orders andregulatory and shareholder approvals to complete the ProposedTransaction, including the approval of the Exchange; (vi) at theclosing of the Proposed Transaction, a determined number of exclusiveexploration rights forming part of the Property, for a minimum of10,519 hectares, shall either have been renewed for an additional two(2) year period or shall continue to be in good standing for a minimumperiod of 1 year; and (vii) completion of the Concurrent Financing (asdefined below).

The Proposed Transaction will require the approval ofthe shareholders of Madoro. Matters to be approved by Madoro’sshareholders in connection with the Proposed Transaction will besought at the Company’s annual and special meeting (the“Meeting”) to be held on a date to be announced by Madoro. Inconnection with the Meeting, the Company will file a managementinformation circular on its issuer profile on SEDAR+(www.sedarplus.ca), which will contain, notably, details regardingmatters to be approved at the Meeting, the Proposed Transaction, theProperty, NRR Subco, and the Resulting Issuer.

There can be no assurance that all of the necessary regulatory andshareholder approvals will be obtained or that all conditions ofclosing will be met.

Concurrent Financing

In connection with the Proposed Transaction, it isassumed that Madoro will conduct a concurrent non-brokered privateplacement for sufficient gross proceeds for the Resulting Issuer tomeet the Exchange’s listing requirement (the “Concurrent Financing”). The terms of the Concurrent Financing will bedetermined by the parties in the Definitive Agreement and will besubject to the requirements of the Exchange. The Concurrent Financingwill be done on a private placement basis either by way of shares /units of the Resulting Issuer or subscription receipts entitling toreceive shares / units of the Resulting Issuer at the closing of theProposed Transaction.

Finder’s fees may be paid in connection with theConcurrent Financing within the maximum amount permitted by thepolicies of the Exchange.

The proceeds of the Concurrent Financing will be used to fund (i)expenses of the Proposed Transaction and the Concurrent Financing,(ii) the exploration and other expenses relating to the Property andother projects Madoro currently holds in the Province of Québec, and(iii) the working capital requirements of the Resulting Issuer.

Officers, Directors, and Insiders of the Resulting Issuer

There may be changes to the officers and directors ofMadoro prior to or concurrently with the closing of the ProposedTransaction. At the closing of the Proposed Transaction, the board ofdirectors of the Resulting Issuer (the “Board”) shallcomprise a minimum of five (5) members, three of which shall beappointed by Madoro and two by NRR. A new slate of directors will beappointed and put up for election as determined by Madoro and NRR tobe described in further detail upon the announcement of a DefinitiveAgreement.

At the closing of the Proposed Transaction, Madoro andNRR will execute a nomination agreement providing that as long as NRRholds at least 20% of the issued and outstanding shares of theResulting Issuer on a undiluted basis, it will have the right todesignate two representatives to the Board.

Sponsorship of Proposed Transaction

Sponsorship of the Proposed Transaction may be requiredby the Exchange unless an exemption or waiver from this requirement isobtained in accordance with the policies of the Exchange. Madorointends to apply for an exemption from the Exchange’s sponsorshiprequirement.

Other Information relating to the Proposed Transaction

The Proposed Transaction is not a “related partytransaction” as such term is defined by Multilateral Instrument61-101 – Protection ofMinority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.

No finder’s fees are expected to be payable in connection with theProposed Transaction.

Trading in the Company's shares on the Exchangeare currently halted as a result of this announcement and may remainhalted until the closing of the Proposed Transaction.

The Company will issue a subsequent press release in due coursecontaining the required financial statement disclosure for NRR Subcoand the Property, details of the Concurrent Financing and additionaldisclosure regarding the Proposed Transaction once confirmed and asmay be required under Exchange Policy 5.2.

This news release does not constitute an offer to sellor a solicitation of an offer to sell any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“U.S. Securities Act”) or any state securities laws and may not beoffered or sold within the United States or to U.S. Persons unlessregistered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.

About Madoro Metals Corp.

Madoro Metals Corp. (MDM - TSX VentureExchange; MSTXF – OTC Markets; A2QQ1X - Frankfurt) is an emerging resourcecompany engaged in the evaluation, acquisition, and exploration ofmineral properties in Canada and Mexico. Madoro holds an Option toacquire 100% interest in the First Green Lithium Property located inthe emerging Cadillac-Pontiac lithium camp in the AbitibiTémiscamingue region, approximately 75 kilometres southwest ofVal-d’Or, Québec; a 50% interest in the Ralleau mineral property inthe Urban Barry District, Lebel-sur-Quévillon area of Quebec; and a100% interest in the Cerro Minas Property in Oaxaca, Mexico. Forfurther information, investors and shareholders are invited to visitthe Company’s website at www.madorometals.com, callthe office at 1-604-681-1568, toll free at 1-877-377-6222, or send anemail to info@madorometals.com.

ON BEHALF OF THE BOARD OF DIRECTORS

“BRIAN OSTROFF”

Brian Ostroff, Executive Chair & Director

bostroff@madorometals.com

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.

Completion of the Proposed Transaction is subject to a number ofconditions, including but not limited to, Exchange acceptance and ifapplicable pursuant to Exchange Requirements, disinterestedshareholder approval. Where applicable, the Proposed Transactioncannot close until the required shareholder approval is obtained.There can be no assurance that the Proposed Transaction will becompleted as proposed or at all.

Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the Proposed Transaction,any information released or received with respect to the ProposedTransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of Madoro should be considered highlyspeculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits ofthe Proposed Transaction and has neither approved nor disapproved thecontents of this press release.

Forward Looking Information

This press release contains“forward-looking information” within the meaning of applicableCanadian securities legislation. Generally, forward-lookinginformation can be identified by the use of forward-lookingterminology such as “plans”, “expects” or “does notexpect”, “is expected”, “budget”, “scheduled”,“estimates”, “forecasts”, “intends”, “anticipates” or“does not anticipate”, or “believes”, or variations (includingnegative and grammatical variations) of such words and phrases orstate that certain acts, events or results “may”, “could”,“would”, “might” or “will be taken”, “occur” or “beachieved”.

Forward-looking information in thispress release may include, without limitation, statements relating to:the completion of the Proposed Transaction and the timing thereof, theexecution of the Definitive Agreement, the proposed business of theResulting Issuer, the completion of the proposed Concurrent Financingand the use of proceeds therefrom, the completion and receipt byMadoro of a NI 43-101 compliant technical report for the Property, themining rights forming part of the Property at the closing of theProposed Transaction, the proposed directors and officers of theResulting Issuer, Exchange sponsorship requirements and intendedapplication for exemption therefrom, shareholder and regulatoryapprovals.

These statements are based uponassumptions that are subject to significant risks and uncertainties,including risks regarding the mining industry, commodity prices,market conditions, general economic factors, the ability of theparties to successfully complete the Proposed Transaction,management’s ability to manage and to operate the business, andexplore and develop the projects of the Resulting Issuer, and theequity markets generally. Because of these risks and uncertainties,the actual results, expectations, achievements or performance of eachof Madoro and NRR may differ materially from those anticipated andindicated by forward-looking information.

Although each of Madoro and NRRbelieves that the expectations reflected in forward-lookinginformation are reasonable, they can give no assurances that theexpectations of any forward-looking information will prove to becorrect. Except as required by law, each of Madoro and NRR disclaimsany intention and assumes no obligation to update or revise anyforward-looking information to reflect actual results, whether as aresult of new information, future events, changes in assumptions,changes in factors affecting such forward-looking information orotherwise, except as expressly required by applicable securitieslaws.

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