Spectre Announces Proposed Qualifying Transaction with Northern Rare Earth Corp.

Thursday, May 28, 2026 2:05 PM PDT

(via TheNewswire)

Vancouver, British Columbia, May 28, 2026 - TheNewswire – Spectre Capital Corp. (“Spectre” or the “Company”) (TSX-V: SOO.P), a capital pool company, is pleased to announce that it has signed a non-binding letter of intent dated May 22, 2026 that outlines the general terms and conditions of a proposed transaction that will result in a reverse take-over of the Company by Norther Rare Earth Corp. (“NREC”), a mineral exploration and mining company. This transaction will constitute the Qualifying Transaction (the “QT”) of the Company under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “TSX-V”). Assuming completion of the proposed QT, it is anticipated that the resulting issuer will graduate to Tier 2 of the TSX-V as a mining issuer.

About Northern Rare Earth Corp.

NREC was incorporated on August 8, 2024 pursuant to the Business Corporations Act (British Columbia). NREC acquired a 100% interest in the Nabisipi REE project (the “Project”) on May 2, 2026, pursuant to a property purchase agreement between NREC, Morgan Good and Benoit Moreau (together, the “Former Owners”), subject to a 1% net smelter returns royalty payable to the Former Owners. The Project is situated in Québec’s North Shore Region, approximately 300 km east of Sept-Îles and 100 km east of Havre-St-Pierre.

NREC’s directors are Benoit Moreau and Jason Baker, and Messrs. Moreau and Baker also serve as NREC’s CEO and CFO, respectively. There are 16,975,000 shares of NREC (“NREC Shares”) issued and outstanding.

Further information on NREC, including current financial statements, and a geological report (the “Technical Report”) in accordance with National Instrument 43-101 in respect of the Project are currently being prepared for filing with the Exchange.

Project Highlights

The Project consists of 46 contiguous mineral claims totaling 29.5 km2 in one single block. The Project is accessible via paved highway 138 and ATV trails.

The Project’s geological setting comprises an assemblage of Paleoproterozoic to Mesoproterozoic paragneisses, granitic gneisses, diopside-garnet gneisses and pink granites of the Aguanish Complex, and Mesoproterozoic gabbros of the Robe Noire Suite. All these host rocks were intruded by late Mesoproterozoic coarse red granites and biotite pegmatites.

Limited exploration was conducted in the past. In 1978, Essex Minerals Company, while exploring for uranium, drilled 39 vertical holes for a total of 606 metres. Bastnaesite, a key rare earth elements (“REE”) mineral, was observed in the core of several drill holes.1

In October and November 2025, NREC carried out a detailed and comprehensive outcrop sampling and mapping at the Project. A total of 531 rock samples were collected and assayed for rare earth elements and related metals such as niobium. Nineteen (19) samples yielded anomalous values over 0.10% TREO (Total Rare Earth Oxides). Highest values returned are 0.564% TREO from sample A78 and 0.321% TREO from sample D1441, as follows:

Sample Number	UTM Zone	Easting (m)	Northing (m)	Outcrop Number	Sample Type	Lithology	Grain Size	TREO Value
F446501	20	557925	5570624	A7	30-cm channel	Biotite Granite	Pegmatitic	0,178
F446521	20	558594	5570802	A78	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,564
F446539	20	558651	5571071	A203	30-cm channel	Biotite Granite	Medium to coarse	0,163
F446578	20	559313	5570839	B94	30-cm channel	Biotite Granite	Medium to coarse	0,176
F446621	20	559147	5571440	B182	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,111
F446672	20	558638	5570891	C50	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,192
F446682	20	558392	5570849	C73	30-cm channel	Biotite Granite	Medium to coarse	0,136
F446690	20	558390	5571365	C83	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,101
F446694	20	558290	5571330	C87	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,108
F446704	20	558131	5571422	C109	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,131
F446706	20	558111	5571156	C114	30-cm channel	Biotite Granite	Pegmatitic	0,103
F446719	20	558382	5571201	C168	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,146
F446726	20	558604	5571604	D4	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,153
F446773	20	558900	5571649	D405	30-cm channel	Biotite Granite	Coarse	0,139
F446779	20	558564	5571554	D1441	30-cm channel	Biotite Granite	Coarse to pegmatitic	0,321
F446906	20	558356	5571602	E210	30-cm channel	Biotite Granite	Medium to pegmatitic	0,138
F446961	20	557616	5571600	F59	30-cm channel	Biotite Granite	Pegmatitic	0,106
F447016	20	557863	5572971	H3	Hammer	Foliated Pink Granite	Medium	0,113
F447020	20	557816	5573208	H7	Hammer	Biotite Granite	Coarse to pegmatitic	0,218

Following completion of the QT, NREC plans to undertake two diamond drill holes in the vicinity of samples A78 and D1441, for a total of 500 metres, for an estimated cost of $225,000, which will be further detailed in the Technical Report.

The analytical program was verified by Explo-Logik of Val-d’Or, Québec. Samples were prepared and submitted to AGAT Laboratories at Val-d’Or for analysis, which lab is independent of the Company and NREC. Whole-rock major elements and refractory trace elements were analyzed by lithium borate fusion with ICP-OES and ICP-MS finish. Samples with REE and critical metals grades exceeding 10,000 ppm were reprocessed using an overlimit fusion method with ICP-OES finish. Sample preparation duplicates, certified reference standards, and blanks were inserted into the sample stream at regular intervals to ensure strict quality assurance and quality control.

Terms of the QT

The QT is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia), whereby the Company will incorporate a wholly-owned subsidiary which will amalgamate with NREC to form a new amalgamated company. In connection with the QT, holders of the NREC Shares will receive one common share in the capital of Spectre (a "Resulting Issuer Share") for each NREC Share held immediately before the completion of the QT.

In connection with the QT, it is expected that Spectre will change its name to “Northern Rare Earth Corp.”, or such other similar name as is acceptable to NREC, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.

The QT is subject to the parties entering into a definitive agreement in respect of the QT (the "Definitive Agreement") on or before June 30, 2026, or such other date as the parties may mutually agree. Completion of the QT is also subject to a number of other customary conditions, including obtaining NREC shareholder approval and TSX-V approval. It is not currently anticipated that the QT will require the approval of the shareholders of Spectre, as it is not a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

As at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the QT, nor the respective percentages of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Spectre and NREC, as such determinations will depend the Concurrent Financing (as defined below). A subsequent news release will be issued when the applicable information is available. There are currently 16,975,000 NREC Shares outstanding. Following completion of the QT (including the conversion of the Subscription Receipts), it is anticipated that there will be approximately 33,725,001 Resulting Issuer Shares issued and outstanding (assuming minimum amount raised under the Concurrent Financing), of which approximately 31.9% will be held by current shareholders of the Company, 50.3% will be held in the aggregate by current shareholders of NREC and 17.8% will be held by subscribers in the Concurrent Financing. Non-Arm’s Length Parties of the Company do not currently hold any NREC Shares.

No finder’s fee or commission is payable in connection with the QT. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the QT.

Financings

In connection with the QT, NREC intends to complete a private placement of subscription receipts (“Subscription Receipts”) prior to the completion of the QT, at a price per Subscription Receipt of $0.25 for minimum gross proceeds of $1,500,000 (the “Concurrent Financing”). Each Subscription Receipt will automatically convert, for no further consideration and with no further action on the part of the holder thereof, into a unit (a “Unit”) of NREC upon the occurrence of certain standard conditions, and immediately prior to the completion of the QT. Each Unit will consist of one common share of NREC and one half of a common share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder to acquire a common share or NREC for a period of 24 months from the date of issue at an exercise price of $0.40. Upon completion of the QT, the Warrants will be exercisable into Resulting Issuer Shares in accordance with their terms.

The net proceeds raised by NREC in the Concurrent Financing will be used for exploration and development of the Project and for general working capital purposes.

NREC may pay finders’ fees in connection with the Concurrent Financing, the details of which will be disclosed in a subsequent news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Resulting Issuer Directors and Officers

Following completion of the QT, the board and management of the Company is expected to be comprised of the following individuals. The identity and bio of the fifth director will be determined and disclosed in due course:

Benoit Moreau – Director, CEO

Mr. Moreau Benoit boasts over 35 years of comprehensive experience in mineral exploration, project management, mining development, process innovation, and corporate finance. Between 2009-2024, he played a pivotal role in asset acquisition and project structuring at a Toronto-based merchant bank, notably acquiring the Lac Guérêt graphite deposit and co-founding Mason Graphite inc.

He has also co-founded Geomega Resources inc. acquiring the Montviel Rare Earths deposit and he is currently developing processes for high-purity alumina and magnesium metal production in Québec.

As the President and CEO of Goldstar Minerals inc., Benoit acquired the Lake George antimony and tungsten property in New Brunswick, and discovered the Arabica tungsten zone. His notable achievements also include leading to the discovery of the Lone Mountain high-grade copper in New Mexico (USA) and copper mineralization in the Bell River igneous complex in Mattagami, Québec. Mr. holds a Bachelor of Science in Geology from the Université de Montréal, a Bachelor in Mining Engineering from the École Polytechnique de Montréal and an MBA from the Université du Québec.

Jason Baker – Director, CFO

Mr. Baker is a finance professional with Altus Capital Partners, a boutique investment bank based in Vancouver, BC. Over the past two years, he has helped raise more than $35 million in equity financings for public and private companies, including Scorpio Gold Corp. and Magma Silver Corp. He has served as CFO and as a board member of multiple public and private companies and currently serves in these roles for Magma Silver Corp. Mr. Baker holds a Bachelor of Commerce in Finance from the UBC Sauder School of Business and an Accounting Diploma from Langara College.

Geoff Balderson – Director

Mr. Balderson has an extensive background in business and has worked in the capital markets for over 20 years. He currently acts as an officer and director of multiple TSX Venture and Canadian Securities Exchange listed companies. Mr. Balderson is the President of Corporate Minds Financial Ltd. (formerly, Harmony Corporate Services Ltd.), a Vancouver based company that provides administrative services to publicly listed companies. Prior to this, he was an investment advisor with two Canadian investment dealers. Mr. Balderson is a graduate of the Sauder School of Business at the University of British Columbia with a Diploma in Sales and Marketing.

Arndt Roehlig – Director

Mr. Roehlig has served on numerous Canadian public company boards operating in the resource and technology sectors. As president and chief executive officer of various companies, Mr. Roehlig has raised millions of dollars for TSX Venture Exchange- and Canadian Securities Exchange-listed companies. Mr. Roehlig has decades of corporate experience in the management and development of publicly traded companies.

Trading in Spectre Shares

Trading in the common shares of the Company (the “Spectre Shares”) has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Spectre Shares will not resume prior to the closing of the QT.

Disclosure Pursuant to Policy 2.4

Completion of the QT is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT 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 QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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

In connection with the QT, the Company will issue a subsequent news release setting out further information as contemplated in Policy 2.4, including certain financial information of NREC.

Qualified Person

Suzie Tremblay, P.Geo of Explo-Logik inc. (OGQ #10664), a Qualified Person as defined by National Instrument 43-101 and independent geological consultant to the Company, has reviewed and verified the technical information provided in this news release.

For further information, please see the Company’s profile and documents available under the Company’s name on SEDAR+ at www.sedarplus.ca.

ON BEHALF OF THE BOARD

“Geoff Balderson”

Geoff Balderson CEO, CFO and Director Telephone: 604-602-0001

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains statements which constitute “forward-looking statements” and "forward-looking information" within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Spectre and NREC with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding the QT including, but not limited to, the timing associated with entering into the Definitive Agreement and the anticipated terms and conditions to be contained in the Definitive Agreement; the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals; the proposed change in name of the Company; the anticipated size and composition of the Company’s board of directors following the QT; and the terms of the Concurrent Financing, including the size and timing associated with completing such financings; (b) the business plans and expectations of NREC; (c) trading in Spectre Shares and when such trading will resume, if at all; (d) the issuance of and timing associated with issuing a further comprehensive news release or news releases; (e) that NREC will use the proceeds of the Concurrent Financing as anticipated; and (f) expectations for other economic, business, and/or competitive factors.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the QT on the proposed terms and schedule; that the parties will have completed satisfactory due diligence and enter into the Definitive Agreement within the expected timeframe; that NREC will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the parties will be able to negotiate the Definitive Agreement as soon as practicable and in any event prior to June 30, 2026; that the Definitive Agreement will not be terminated prior to the closing the QT; that the QT will be completed in accordance with the terms and conditions of the Definitive Agreement and within the timeframe expected; that NREC will use the proceeds of the Concurrent Financing as anticipated; and that no unanticipated events will occur that will delay or prevent the completion of the QT.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Spectre and NREC’s respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Spectre and NREC believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the QT; the ability to obtain requisite regulatory and Board approvals and the satisfaction of other conditions to the consummation of the QT on the proposed terms and schedule; the potential impact of the announcement or consummation of the QT on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Spectre and NREC have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Spectre and NREC do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

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