Val-d’Or Mining — Shares Issued for Interest Payable on Debentures

Val-d’Or, Quebec–(Newsfile Corp. – May 28, 2025) – Val-d’Or Mining Corporation (TSXV: VZZ) (the “Company” or “Val-d’Or Mining”) announces that the Company proposes to issue a total of 396,918 common shares in the capital of the Company (the “Interest Shares”) at a price of $0.065 per share in payment of $25,800 in interest payable on the debentures issued under the debenture financing that closed on May 28, 2024. At maturity, the debentures were automatically converted into 7,166,664 fully paid common shares of the Company, at a conversion price of $0.06. The issuance of the shares in payment of the interest has received conditional approval from the TSX Venture Exchange.

Two insiders of the Company participated in the original debenture financing for aggregate cash consideration to the Company of $210,000, which, together with the issuance of Interest Shares to such insiders, constitute a Related Party Transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company availed itself of the exemptions contained in section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities distributed in the transaction, and the consideration to be received by the Company for those securities, insofar as the transaction involves interested parties does not exceed $2,500,000.

The Interest Shares are subject to a hold period until September 29, 2025, in accordance with applicable securities legislation and policies of the TSX Venture Exchange.

About Val-d’Or Mining Corporation

Val-d’Or Mining Corporation is a junior natural resource issuer involved in the process of acquiring and exploring its mineral property assets, most of which are situated in the Abitibi Greenstone Belt of NE Ontario and NW Québec. To complement its current property interests, the Company regularly evaluates new opportunities for staking and/or acquisitions. Outside of its principal regional focus in the Abitibi Greenstone Belt, the Company holds several other properties in Northern Québec (Nunavik) covering different geological environments and commodities (Ni-Cu-PGE’s).

The Company has an expertise in the identification and generation of new projects, and in early-stage exploration. The mineral commodities of interest are broad, and range from gold, copper-zinc-silver, nickel-copper-PGE to industrial and energy minerals. After the initial value creation in the 100%-owned, or majority-owned properties, the Company seeks option/joint venture partners with the technical expertise and financial capacity to conduct more advanced exploration projects.

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Forward Looking Statements:

This news release contains certain statements that may be deemed “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 or realities may differ materially from those in 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 law, 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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