Arcland Resources Enters into Definitive Agreements with NEXT Lithium in Respect of Proposed Reverse Takeover

Vancouver, British Columbia--(Newsfile Corp. - January 6, 2025) - Arcland Resources Inc. (TSXV: ADR.H) (the "Company" or "Arcland") is pleased to announce that, further to its news releases dated October 7, 2024 and December 2, 2024, it has entered into the following definitive agreements with respect to its proposed acquisition (the "Proposed Transaction") of NEXT Lithium Corp. ("NEXT"): (a) a share purchase agreement dated December 31, 2024 (the "Share Purchase Agreement") between Arcland and Vertex Holdings (Argentina) Pty Ltd., a wholly-owned subsidiary of NEXT organized under the laws of Australia ("Vertex"), and (b) an amalgamation agreement dated December 31, 2024 (the "Amalgamation Agreement" and, together with the Share Purchase Agreement, the "Definitive Agreements") among Arcland, 1519301 B.C. Ltd., a wholly-owned subsidiary of Arcland organized under the laws of British Columbia ("Subco") and NEXT. The Proposed Transaction will constitute an arm's length "Reverse Takeover" of NEXT by Arcland, as such term is defined in TSX Venture Exchange (the "TSXV") Policy 5.2 Changes of Business and Reverse Takeovers.

About NEXT Lithium Corp.

NEXT is organized under the provisions of the Business Corporations Act (British Columbia) (the "BCBCA") with its registered and head office located in Vancouver, British Columbia. NEXT is a lithium development company incorporated in October of 2021. NEXT is currently developing the 12,000 ha Centenario Lithium Project in Salta Province, Argentina through its subsidiary, Centenario Lithium S.A., a corporation organized under the laws of Argentina ("Centenario"). NEXT is led by CEO Kyle Stevenson, a lithium industry professional with a successful track record of developing and selling multiple lithium assets in Argentina.

Conditions to Proposed Transaction

Prior to or currently with completion of the Proposed Transaction (the "Closing"), as applicable, and as conditions of Closing:

• NEXT and Arcland must complete mutually satisfactory due diligence investigations;

• Arcland and NEXT will obtain the requisite board and, as applicable, shareholder approvals for the Proposed Transaction and any ancillary matters contemplated in the Definitive Agreements, including the NEXT CD Amendment (as defined herein);

• all requisite regulatory approvals relating to the Proposed Transaction, including, without limitation, the approval of the TSXV, will have been obtained;

• NEXT will have acquired all of the issued and outstanding common shares of Fenix Advanced Materials Inc. (the "Fenix Acquisition") on terms acceptable to Arcland, acting reasonably;

• NEXT will have completed one or more private placements on terms acceptable to Arcland, acting reasonably, for minimum gross aggregate proceeds of CAD$5,000,000 (collectively, the "Concurrent Financing") through the issuance of securities of NEXT at a price per security of CAD$1.00 or such other price as may be approved by Arcland, acting reasonably (the "Concurrent Financing Price");

• Arcland will have effected the Consolidation (as defined herein) prior to Closing; and

• there shall have been no material adverse change in the condition of Arcland, NEXT or Centenario prior to Closing.

The closings of the transactions contemplated by the Share Purchase Agreement (the "Share Purchase Transaction") and the transactions contemplated by the Amalgamation Agreement (the "Amalgamation Transaction") are cross conditional, such that the Share Purchase Transaction will not close until all of the conditions to the closing of the Amalgamation Transaction have been satisfied or waived, and the closing of the Share Purchase Transaction will automatically trigger the closing of the Amalgamation Transaction.

The Proposed Transaction

Pre-Closing Capitalization of Arcland

As of the date hereof, Arcland has 13,232,337 common shares ("Arcland Shares") issued and outstanding and nil Arcland Shares reserved for issuance pursuant to the exercise or conversion of convertible securities of Arcland. The Arcland Shares are currently listed on the NEX board of the TSXV under the symbol "ADR.H".

Consolidation of Arcland

Prior to or concurrently with Closing, subject to Arcland shareholder approval, Arcland will undertake a share consolidation (the "Consolidation") on the basis of one post-consolidation Arcland Share for every "N" pre-consolidation Arcland Shares, where "N" is equal to the Concurrent Financing Price multiplied by 10.

Pre-Closing Capitalization of NEXT

As of the date hereof, NEXT has 12,500,050 common shares ("NEXT Shares") issued and outstanding, 5,000,000 NEXT Shares reserved for issuance pursuant to the exercise of NEXT Share purchase warrants ("NEXT Warrants") and certain additional NEXT Shares (the exact number of which will vary based on the Concurrent Financing Price) reserved for issuance pursuant to the conversion of convertible debentures of NEXT (the "NEXT Convertible Debentures"). Prior to Closing, NEXT will seek approval from the debenture holders to amend the terms of the NEXT Convertible Debentures (the "NEXT CD Amendment") such that each NEXT Convertible Debenture will convert into one unit of NEXT comprised of one NEXT Share and one-half of one NEXT Share purchase warrant (each whole warrant, a "NEXT Debenture Warrant") immediately prior to Closing with no further action required by the holders thereof.

Terms of the Proposed Transaction

Pursuant to the terms of the Share Purchase Agreement, Vertex will sell approximately 98.7% of the issued and outstanding shares of Centenario to a wholly owned subsidiary of Arcland to be incorporated under the laws of the Cayman Islands for consideration of $100,000. The remaining shares of Centenario are held by Kyle Stevenson pursuant to requirements under Argentine law.

Following closing of the Share Purchase Transaction, the Amalgamation Transaction will be completed by way of a three-cornered amalgamation under the BCBCA among Arcland, Subco and NEXT. Pursuant to the terms of the Amalgamation Agreement, Subco will amalgamate with NEXT and continue as one company (the "Resulting Issuer"), and the holders of NEXT Shares will each receive one Arcland Share for each NEXT Share held (the "Exchange Ratio"). The Resulting Issuer will be a wholly owned subsidiary of Arcland.

In addition, to the extent any NEXT Warrants or NEXT Debenture Warrants remain outstanding on closing of the Amalgamation Transaction, Arcland will issue replacement securities (the "Arcland Replacement Securities") in consideration of the cancellation of the NEXT Warrants and NEXT Debenture Warrants. The Arcland Replacement Securities will be exercisable to acquire Arcland Shares in lieu of NEXT Shares based on the Exchange Ratio, but will otherwise bear the same terms and conditions as the cancelled NEXT Warrants and NEXT Debenture Warrants, as applicable.

Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of NEXT. It is expected that the Resulting Issuer will be classified as a Tier 2 Mining Issuer.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until any required shareholder approvals are obtained. 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 management information circular or filing statement to be prepared in connection with the Proposed 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 Company should be considered highly speculative.

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

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Statements Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Proposed Transaction, the number of securities of Arcland that may be issued in connection with the Proposed Transaction, the completion of the Fenix Acquisition and Concurrent Financing, obtaining the requisite shareholder approval, NEXT's strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Proposed Transaction (including the Consolidation), the Fenix Acquisition or the Concurrent Financing will occur or that, if the Proposed Transaction, the Fenix Acquisition and the Concurrent Financing do occur, they will be completed on the terms described above. Arcland and NEXT assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/236113