Spectre Capital Corp. to Acquire Northern Rare Earth Corp. in Qualifying Transaction

Vancouver, British Columbia — August 18, 2026 — Leads & Copy — Spectre Capital Corp. (TSX-V: SOO.P), a capital pool company, announced it has entered into a definitive amalgamation agreement to acquire Northern Rare Earth Corp. (NREC) via a three-cornered amalgamation. This transaction is intended to be Spectre Capital Corp.'s Qualifying Transaction (QT) under TSX Venture Exchange (TSX-V) Policy 2.4, after which the resulting issuer is expected to graduate to Tier 2 of the TSX-V as a mining issuer.

The Amalgamation Agreement was dated August 17, 2026, following up on a previous news release from May 28, 2026. A copy of the Amalgamation Agreement has been filed and is accessible via Spectre Capital Corp.'s profile on SEDAR+.

NREC, incorporated on August 8, 2024, holds interests in 46 mining titles comprising the Nabisipi REE project. These titles include 36 acquired from Morgan Good and Benoit Moreau, subject to a 1% net smelter returns royalty. NREC also has an option to acquire an additional eight mining titles, which would also be subject to the royalty upon acquisition, and has directly staked two other titles. The Nabisipi REE project is located in Québec’s North Shore Region, approximately 300 km east of Sept-Îles and 100 km east of Havre-St-Pierre.

For the year ended December 30, 2025, NREC reported a net loss and comprehensive loss of $(218,319), with total assets of $62,735 and total liabilities of $81,189, resulting in a shareholders' equity deficiency of $(18,454). The company had no revenue for that period. Additional information on NREC, including financial statements and a technical report compliant with National Instrument 43-101, will be included in the filing statement for the QT.

The QT will involve Subco, a wholly-owned subsidiary of Spectre, amalgamating with NREC. NREC shareholders will receive one common share of Spectre for each NREC share held prior to the transaction's completion. Following the QT, Spectre is expected to change its name to “Northern Rare Earth Corp.” or a similar approved name and will be assigned a new trading symbol.

Completion of the QT is contingent upon several conditions, including NREC shareholder approval, TSX-V approval, and the successful completion of a Concurrent Financing. Spectre also plans to hold an annual general and special meeting of shareholders to address matters related to the QT, including setting the board size at five directors and approving a new omnibus incentive plan.

Michael Townsend, a 10% securityholder of Spectre, also holds 3,300,000 NREC shares. The company does not anticipate the QT will be classified as a “related party transaction” or a “Non-Arm’s Length Qualifying Transaction” requiring Spectre shareholder approval, as Mr. Townsend and his associates are not considered Control Persons in both entities.

In connection with financing, NREC completed a non-brokered private placement on July 15, 2026, issuing 1,200,000 shares at $0.15 each for $180,000 and 160,000 flow-through shares at $0.25 each for $40,000. Proceeds will fund working capital and transaction expenses, with flow-through proceeds designated for eligible Canadian exploration expenses.

NREC also plans a Concurrent Financing through the private placement of subscription receipts at $0.25 each, aiming for minimum gross proceeds of $1,500,000. These receipts will convert into units (one share and half a warrant) prior to the QT completion. The warrants will be exercisable into Resulting Issuer shares. Proceeds from the Concurrent Financing will be used for project exploration and development, and general working capital. NREC may pay finders' fees in connection with this financing.

The anticipated board and management of the Resulting Issuer post-QT include Benoit Moreau (Director and CEO), Jason Baker (Director and CFO), Geoff Balderson (Director), Arndt Roehlig (Director), Michael Hulen (Director), and Stephanie Sharma (Corporate Secretary). Further details on these individuals were provided in Spectre's May 28, 2026 news release.

Trading in Spectre Capital Corp. shares is currently halted on the TSX-V pending review of the QT and satisfaction of resumption conditions. Trading may not resume before the QT closes. Investors are cautioned that trading in capital pool company securities is highly speculative, and any information released regarding the QT may not be accurate or complete until disclosed in official filings.

The TSX-V has not passed on the merits of the proposed QT or the contents of this press release. For more information, reference Spectre Capital Corp.'s filings on SEDAR+.

Source: Spectre Capital Corp.