Credo Resources Inc. Announces RTO Agreement with SkyKove International Ltd.

Toronto, Ontario--(Newsfile Corp. - December 24, 2024) -  Credo Resources Inc. ("Credo" or the "Company") announces that the Company and its wholly owned subsidiary, 1001033383 Ontario Inc. ("Credo Subco") has signed a binding amalgamation agreement (the "Transaction") with SkyKove International Ltd. ("SkyKove"). Pursuant to the terms of the agreement, Credo Subco and SkyKove shall amalgamate pursuant to the provisions of Section 174 of the Ontario Business Corporations Act and continue as one corporation ("Amalco"). Amalco shall be a wholly-owned subsidiary of Credo.

In exchange for all of the issued and outstanding common shares of SkyKove, it is proposed that the Company issue 21,783,823 common shares of the Company to the former SkyKove shareholders. It is also proposed that Credo consolidate all of its issued and outstanding shares on the basis of one (1) common share for five (5) common shares. As a result, should the Transaction close, the former SkyKove shareholders will hold approximately 90% of the of the Company. Additionally, it is anticipated that warrants that are convertible or exercisable for SkyKove common shares will become convertible or exercisable in accordance with their terms into similar securities of Credo on substantially similar terms and conditions based on the Exchange Ratio.

Credo is an unlisted reporting issuer in good standing under the Securities Act (Quebec). The Company currently has 11,688,753 common shares issued and outstanding and no warrants or stock options outstanding. The resulting issuer will have 24,121,573 common shares issued and outstanding as well as 4,600,000 warrants.

About SkyKove International Ltd.

SkyKove International Ltd. is a private Ontario corporation and a leading innovator of supply chain solutions focusing on marketing innovative cosmetic products in Southeast Asia and the Americas. SkyKove was established to provide products and services in the health, wellness and nutritional industries. By utilizing the latest technology, SkyKove aims to be a leader in the supply chain and brokering services whose products will be marketed digitally.

Initially, SkyKove plans to focus on products related to the skin care industry. SkyKove plans to use its expertise in nanotechnology and other fractionation and extraction technologies to formulate and bring to market a variety of cosmeceuticals, phytonutrient and phytochemical products.

SkyKove plans to initially focus on a line of Korean skin care products, otherwise known in the industry as K-Beauty. SkyKove will start with a marketing expansion campaign of the brand Ageless Beauty, add to its product lines, and then market a variety of alternative skin care products.

"This transaction represents a pivotal milestone for "SkyKove" as it will provide us with the resources and platform to expand our business operations, innovate, and deliver greater value to our customers and investors" stated CEO Eric Loit.

Disclosure

Completion of the Transaction is subject to a number of conditions, including but not limited to, regulatory acceptance and, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Credo and SkyKove will issue a follow up news release with further details about the transaction, management of the resulting issuer, financial and pro forma share information, and details of a private placement that will close concurrently with the proposed transaction.

Forward-looking Information Cautionary Statement

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of Credo and the anticipated business plan of the resulting issuer subsequent to completion of the transactions described herein. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Information disclosed herein regarding the Company is provided by the Company. Information disclosed herein regarding SkyKove is provided by Credo The parties have not verified the information provided by the other parties.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, forecast, postulate and similar expressions, or are those, which, by their nature, refer to future events. Credo cautions investors that any forward-looking information provided by Credo are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Credo's ability to complete the proposed transaction; the state of the financial markets for Credo's equity securities; recent market volatility; Credo's ability to raise the necessary capital in the future or to be fully able to implement its business strategies; and other risks and factors that Credo is unaware of at this time. The reader is referred to Credo's most recent annual and interim Management & Discussion and Analysis for a more complete discussion of such risk factors and their potential effects.

The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements.

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