Vancouver, British Columbia--(Newsfile Corp. - June 13, 2023) - Alchemist Mining Incorporated (CSE: AMS) (the "Company" or "Alchemist") is pleased to announce that it has entered into a securities exchange agreement (the "Exchange Agreement") with Aqueous Resources LLC ("Aqueous"), a private arm's length limited liability company based in Denver, Colorado, USA dated June 13, 2023, pursuant to which the Company would acquire all of the membership interests in Aqueous (collectively, the "Aqueous Securities") from the holders of the Aqueous Securities (the "Aqueous Securityholders"), in exchange for shares in the capital of the Company (the "Transaction"). Upon closing of the Transaction (the "Closing"), Aqueous would become a wholly-owned subsidiary of the Company.

Aqueous Limited Liability Company

Aqueous, a company existing under the laws of the State of Colorado, is the sole owner of patent pending technology for an electro-pressure membrane process and method for recovery and concentration of lithium chloride from aqueous sources (the "Technology"), and has built a complete pilot system for processing brines using their proprietary process in their laboratory facility in Denver.

Summary of the Transaction

Pursuant to the terms of the Exchange Agreement, Alchemist has agreed to acquire all of the Aqueous Securities and as consideration issue 17,500,000 shares (the "Consideration Shares") in the capital of Alchemist to the Aqueous Securityholders at a deemed price equal to $0.52 per Consideration Share. Upon Closing, the Aqueous Securityholders would have the right to appoint one director to Alchemist's board. Alchemist, Aqueous and the Aqueous Securityholders have mutually agreed that Fredrik Klaveness would be the director appointed to Alchemist's board. No change of control or creation of a new control person is anticipated to occur to Alchemist as a result of the Transaction.

Voluntary Lock-Up

On Closing, Aqueous Securityholders who receive Consideration Shares in exchange for the Aqueous Securities will be subject to a voluntary escrow with such Consideration Shares to be released as follows: (a) 10% of the Consideration Shares released on Closing; and (b) 15% of the Consideration Shares released every six (6) months thereafter.

Closing Conditions

Completion of the Transaction remains subject to a number of conditions, including, among others, satisfactory due diligence being completed, Aqueous being the sole owner of the Technology and sole holder of intellectual property associated with the Technology, receipt of all requisite regulatory, shareholder and third party consents, waivers and approvals for the Transaction, as applicable, if applicable, and other conditions customary for transactions of this nature. The Exchange Agreement includes a completion deadline of July 31, 2023. The parties will endeavor to complete the Transaction as soon as practicable and intend to complete the Transaction prior to the completion deadline. There can be no assurance that the Transaction will be completed as proposed or at all.

The Transaction will be completed pursuant to available exemptions under applicable legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.

ON BEHALF OF THE BOARD

Scott Taylor - CEO

Contact Information

For more information please contact:

Alchemist Mining Incorporated

Email: info@alchemistmining.ca
Phone: +1 (604) 908 1679
Website:

Forward-Looking Statements:

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the Closing of the Transaction. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it and Aqueous will obtain the required approvals for the Transaction, market fundamentals will support the viability of lithium exploration, the availability of the financing required for the Company to carry out its planned future activities, and the availability of and the ability to retain and attract qualified personnel. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of minerals including lithium, changes in the financial markets and in the demand for minerals, including lithium, changes in laws, regulations and policies affecting the mineral exploration industry, as well as the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's SEDAR profile. The ongoing COVID-19 pandemic, labour shortages, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

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