Great Northern Energy Metals Announce Amendment Agreements to Nuvemco Option Agreement

Great Northern Energy Metals Announce Amendment Agreements to Nuvemco Option Agreement

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CSE: GNEM

VANCOUVER, BC, June 4, 2025 /CNW/ - Great Northern Energy Metals Inc. ("GNEM" or the "Company") (CSE: GNEM) announces that it has amended the option agreement dated August 20, 2024 (the "Option Agreement") with Ventura Uranium LLC (dba Nuvemco, LLC) ("Nuvemco"), 1494402 B.C. Ltd. (the "Optionee") and Paul Szilagyi ("PS", and together with Nuvemco, the "Optionors"). The Optionee's obligations under the Option Agreement were assigned to GNEM pursuant to an assignment an assumption agreement dated May 8, 2025 (the "Assignment Agreement").

Under the terms of the Option Agreement, the Company has the exclusive right to acquire up to a 100% interest in a Colorado-based uranium project (the "Property") through a two-stage option to acquire all of the membership interests in a Colorado limited liability company, NUV2C, LLC ("Holdco"), which holds legal and beneficial title to the Property. Nuvemco currently owns 99% of Holdco, and PS owns the remaining 1% of Holdco.

GNEM may exercise the first option and earn a 49% interest in Holdco in exchange for:

• cash payments to Nuvemco totaling USD$1,750,000 over 17 months (with the first such payment being the "First Pubco Cash Payment"); and
• the issuance of common shares in the capital of GNEM (the "GNEM Shares") to Nuvemco and/or its designees a number of GNEM Shares that is equal to 16.66% of the issued and outstanding GNEM Shares, calculated on a post-issuance, fully diluted basis at the time of issuance (with the first such issuance being the "First Option Share Payment").

Following the exercise of the first option, the Company may exercise the second option and acquire the remaining 51% interest in Holdco in exchange for the issuance of GNEM Shares to Nuvemco and/or its designees representing an additional 23.33% of the Company on a post-issuance, fully diluted basis.

GNEM and the Optionors have entered into amendment agreements dated May 15, 2025 (the "First Amendment Agreement") and June 2, 2025 (the "Second Amendment Agreement", and together with the First Amendment Agreement, the "Amendment Agreements"). The First Amendment Agreement extended the date for the First Pubco Cash Payment and the First Option Share Payment to June 4, 2025. The Second Amendment Agreement has further extended the date for the First Pubco Cash Payment and the First Option Share Payment to June 26, 2025.

Except as amended by the Amendment Agreements, the Option Agreement and Assignment Agreement remain unamended and continue in full force and effect. Please see the Company's news releases dated May 9, 2025 and June 2, 2025. The completion of the transactions contemplated therein is subject to approval of the Canadian Securities Exchange (the "CSE").

None of the securities to be issued under the Option Agreement have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Great Northern Energy Metals Inc.

GNEM is a Canadian-based exploration and development company focused on securing and developing critical energy metals, including uranium. The Company's mission is to support the global transition to clean energy through responsible resource development.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements", including but not limited to: the payments to be made under the Option Agreement, the development potential of the Property, approval of the CSE, and GNEM's strategic objectives. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE Great Northern Energy Metals Inc.