Cross River Obtains Conditional Approval for Business Combination with Scotia Lithium and Announces Concurrent Financing Terms

Vancouver, British Columbia--(Newsfile Corp. - July 15, 2026) - Cross River Ventures Corp. (CSE: CRVC.X) (the "Company" or "Cross River") is pleased to announce that the Canadian Securities Exchange (the "Exchange") has conditionally approved the Company's previously announced proposed business combination with Scotia Lithium Corp. (the "Transaction"). The Transaction remains subject to the final approval of the Exchange and the satisfaction or waiver of customary closing conditions. In connection with the Transaction, the Company will change its name to "Scotia Metals Corp." and, following the transaction, is expected to trade on the Exchange under the symbol "SMET". For further information in respect of the Transaction and Scotia Lithium, please see the Company's news release of January 30, 2026.

In connection with the Transaction, the Company will complete a non-brokered private placement (the "Concurrent Financing") for gross proceeds of up to $5,800,000, consisting of: (i) up to 4,615,384 common shares of the Company (each, a "FT Share"), each issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act"), at a price of $0.325 per FT Share for gross proceeds of up to $1,500,000; and (ii) up to 17,200,000 non-flow-through common shares of the Company (each, a "Non-FT Share") at a price of $0.25 per Non-FT Share for gross proceeds of up to $4,300,000.

The gross proceeds of the Concurrent Financing will be used to fund: (i) expenses of the Transaction and the Concurrent Financing; (ii) exploration at the L3 lithium project in Nova Scotia; and (iii) general working capital purposes following completion of the Transaction. The gross proceeds of the sale of FT Shares will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Tax Act. The Company will renounce such expenditures with an effective date of no later that December 31, 2026, in an amount of not less than the total amount of the gross proceeds raised from the issuance of FT Shares, and incur such expenses by December 31, 2027.

All securities issued in the Concurrent Financing will be subject to a hold period expiring four months and one day from the closing date of the Concurrent Financing in accordance with applicable securities laws and Exchange policies. Closing of the Transaction and Concurrent Financing is expected to occur on or about July 27, 2026.

None of the securities to be issued pursuant to the Transaction or the Concurrent Financing have been or will be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued pursuant to the Transaction or Concurrent Financing are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the securities issued under an exemption from the registration requirements of the U.S. Securities Act will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.

Forward-Looking Statements

Certain statements in this press release concerning the proposed Transaction and Concurrent Financing, including any statements regarding the expected timetable, the results, effects, benefits and synergies of the Transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding the Company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding the Company's plans and expectations with respect to the proposed Transaction; the timing of various steps to be completed in connection with the Transaction, including the anticipated dates for the holding of the Meeting; the solicitation of proxies by the Company; and other statements that are not historical facts.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to: closing of the Concurrent Financing; use of proceeds of the Concurrent Financing; the risk that any other condition to closing of the Transaction may not be satisfied; the risk that the closing of the Transaction might be delayed or not occur at all; the risk that the Transaction could be terminated by the parties in certain circumstances; potential adverse reactions or changes to business or employee relationships of the Company, including those resulting from the announcement or completion of the Transaction; the diversion of management time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of the Company and Scotia Lithium; the effects of the business combination of the Company and Scotia Lithium, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that the Company or may not receive the required stock exchange and regulatory approvals for the Transaction; the expected re-listing of the common shares of the Company on the Exchange; the risk of any litigation relating to the proposed Transaction; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices; the risks of mining activities; and that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transaction. Expectations regarding business outlook, including changes in capital expenditures, cash flow generation, strategies for the combined company's operations, market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters, and are subject to risks, uncertainties and assumptions that may prove incorrect. Additional factors that could cause actual results to differ materially from those described above can be found in the Company's most recent management's discussion and analysis, which is available under the Company's SEDAR+ profile at www.sedarplus.ca.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305338