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Vanguard Mining Corp. Closes Acquisition of Nucleon Uranium Ltd.



Vanguard Mining Corp.

Vancouver, BC – November 17, 2025 – TheNewswire - Vanguard Mining Corp. ("Vanguard" or the "Company") (CSE: UUU | OTC: UUUFF | Frankfurt: SL51) ) is pleased to announce that, further to its news release of September 10, 2025, it has closed its acquisition of 100% of the issued and outstanding common shares in the capital of Nucleon Uranium Ltd. (“Nucleon”) pursuant to the terms and conditions of a share exchange agreement dated September 10, 2025 (the “Definitive Agreement”) among the Company, Nucleon, and the shareholders of Nucleon (the “Shareholders”).

About Nucleon Uranium

Nucleon holds seven exploration stage mineral claims totaling 23,424.90 hectares in Saskatchewan, Canada. These claims are situated in the heart of the world- class Athabasca Basin — recognized globally as the premier uranium district. With its high-grade deposits, the Athabasca Basin is a leading region in Canadian clean nuclear energy supply. As of the date of this news release, there has not been any significant exploration conducted on the Nucleon mineral claims.

Transaction Terms

As previously announced in the September 10, 2025, news release, and pursuant to the terms of the Definitive Agreement, Vanguard acquired 100% of the issued and outstanding common shares of Nucleon (the “Acquisition”). As consideration for the Acquisition, the Company issued an aggregate of 7,000,000 common shares in the capital of the Company (the “Consideration Shares”) to the shareholders of Nucleon Uranium on a pro rata basis. In addition, the Company made aggregate cash payments of C$200,000 as directed by the Shareholders.

The Consideration Shares were issued pursuant to the Take-Over Bid and Issuer Bid prospectus exemption set forth in Section 2.16 of National Instrument 45-106 – Prospectus Exemptions. In accordance with the policies of the Canadian Securities Exchange, the Consideration shares are restricted from resale for a period of four months and one day from the date of issuance.

The Company and its directors, officers, and insiders are arm’s length parties to the shareholders, directors, and officers of Nucleon.  The Issuer determined the number of Consideration Shares and cash consideration payable in connection with the Acquisition based on precedent transaction analysis and arms’ length negotiation with the principals of Nucleon.

About the Vendors

The vendors of the Nucleon mineral claims staked the claims on May 21, 2025 with the Saskatchewan Mineral Tenure Registry. The vendors have significant expertise in the Athabasca Basin and have completed numerous other mineral claim sale transactions. To the best of the Company’s knowledge, Nucleon’s initial cost of processing, travel, staking, and legal expenses associated with acquiring the claims in May 2025 was approximately $230,000, which does not include soft costs related to the labour and time and expertise expended in staking the claims. The Company believes that the premium paid to acquire Nucleon over the staking and related costs is justified in light of the strategic expertise of the stakers of the claims and desirable location of the claims.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Lawrence Segerstrom, a non-independent consulting geologist who is a “Qualified Person” as such term is defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43- 101”).

About Vanguard Mining Corp.

Vanguard Mining Corp. is a Canadian mineral exploration company focused on the discovery and development of high-value strategic minerals. The Company is currently advancing uranium exploration projects in the United States and Paraguay, with a focus on identifying and developing assets critical to the global energy transition. Vanguard is committed to responsible exploration and value creation through the acquisition and advancement of highly prospective uranium properties.

On Behalf of the Board of Directors

“David Greenway” David Greenway, CEO

For further information, please contact:

Vanguard Mining Corp. Brent Rusin

Phone: +1 672-533-0348

E-Mail:brent@vanguardminingcorp.com Website: https://vanguardminingcorp.com/

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

This news release may contain certain forward-looking statements and forward- looking information (collectively, “Forward-Looking Statements”) within the meaning of the applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to Company’s anticipated exploration plans with the Nucleon mineral claims, are forward-looking statements. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

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