Vancouver, British Columbia--(Newsfile Corp. - August 20, 2024) - Valleyview Resources Ltd. (TSXV: VVR) ("Valleyview" or the "Company") is pleased to announce that it has entered into a definitive agreement dated August 16, 2024 (the "Acquisition Agreement") to acquire all of the outstanding shares of Shift Rare Metals Inc. ("Shift") by way of a three-cornered amalgamation (the "Proposed Transaction"). Shift is an arm's length privately held British Columbia company which, through its wholly owned U.S. subsidiary, has staked certain claims in northwestern Colorado known as the Coyote Basin claims and the Red Walsh claims (together, the "Properties").

About the Properties

The Properties are located on northwestern Colorado close to the border with Utah, within Moffat and Rio Blanco counties. Several known Colorado Plateau-type uranium-vanadium showings and deposits have been found historically in the area. According to the Colorado Geological Survey's Bulletin No. 40 published in 1978, a total of 4.2 million pounds of U3O8 has been produced from regional historical mine operations from the 1950's through 1970's from Moffat County and another 223,000 pounds from Rio Blanco County (see .).

The reader is cautioned that the past uranium production information is historical in nature and to the Company's knowledge, a qualified person has not done sufficient work to confirm this estimate of historical uranium production from the area.

The key part of the Proposed Transaction is the acquisition of the Coyote Basin claims, which are 699 claims totaling approximately 14,000 acres (5,665 ha) located approximately 8 miles (13 km) southeast of Elk Springs, Colorado. The property is underlain by the sandstones of the Lower Wasatch Formation and shales and sandstones of the Fort Union Formation and straddles the gently east-plunging Crooked Wash Syncline and Midland Anticlinal structures. In their September 2006 SEC quarterly filings, historical property owner Energy Metals Corporation reported historical resources of 8,850,000 tons averaging 0.20% U3O8 and 0.10% V2O5 for a total of 35.4 million pounds of U3O8 and 17.7 million pounds of V205 on the Coyote Basin Property. Energy Metals Corporation indicated that the resource was estimated during the 1970's by then project operator Western Mining Resources using surface sampling, coring, and drill chip sampling of 24 holes over a 4 mile (6 km) strike length. (See ).

To the Company's knowledge, a qualified person has not done sufficient work to classify these historical estimates as current mineral resources. The Company is not treating this information as current mineral resources, has not verified this information and is not relying on it. The Coyote Basin Project and any future NI 43-101 resource estimate will require considerable further evaluation, which the Company's management intends to carry out in due course.

As part of the Proposed Transaction, the Company has also acquired the Red Wash claims, a group of 207 newly staked claims located approximately 27 miles west (43.7 km) of the Coyote Basin Properties, totaling 5,424 acres (2194 ha). This Red Wash Property covers almost 15 km of the northern limb of the east-west striking Red Wash Syncline, which hosts multiple known uranium-bearing sandstone and carbonaceous units within the upper Mancos Formation, including the Sego Sandstone.

Proposed Transaction Terms

Pursuant to the Acquisition Agreement, on closing of the Proposed Transaction, the Company has agreed to issue 11,000,000 on a post Share Split basis ("Post-Split Common Shares") and pay US$250,000 to the shareholders of Shift (the "Shift Shareholders").

In addition, the Company has agreed to (i) issue 4,500,000 Post-Split Common Shares and pay an additional US$250,000 to the Shift Shareholders upon the issuance of a technical report on the Properties; and (ii) issue an additional 4,500,000 Post-Split Common Shares and pay an additional US$500,000 to the Shift Shareholders upon the issuance of a mineral resource estimate on Coyote Basin claims of 28.75 M lbs of U308 (the "Second Milestone Payment"). In the event the mineral resource estimate is at least 17.7 M lbs U308 but less than 28.75 M lbs, the Second Milestone Payment will be reduced on a pro rata basis. No Second Milestone Payment will be due if the resource estimate is less than 17.7 M lbs of U308. Finally, the Acquisition Agreement provides that, in the event a mineral resource estimate is issued on certain claims in the vicinity of the Red Walsh claims which Shift intends to acquire prior to closing of the Proposed Transaction (the "Additional Claims"), for each 5 M lbs of U308 (up to a maximum of 45 M lbs of U308) contained in such estimate, the Company will issue 2,222,222 Post-Split Common Shares and pay US$1,111,111 (the "Contingency Payment"). The Contingency Payment would be split 50/50 between the Shift Shareholders and certain third-party lenders to Shift. The Company has also agreed to facilitate a loan to Shift of up to US$650,000 (up to US$310,000 of which may be advanced by the Company and the remainder of which would be advanced by third parties) for payments due on the Properties and to acquire the Additional Claims. Subject to the approval of the TSX Venture Exchange, the Company has agreed to issue 1,000,000 Post-Split Common Shares to an arm's length finder in connection with the Proposed Transaction.

Prior to completion of the Proposed Transaction, the Company intends to conduct a share split (the "Share Split") on its outstanding common shares on the basis of 1.5 new common shares for each one outstanding common share. The Company currently has 12,750,000 common shares outstanding and, assuming there are no common shares issued in the interim period, it is anticipated that following the Share Split the Company will have 19,125,000 common shares outstanding (prior to completion of the Proposed Transaction). Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, approval by the TSX Venture Exchange, approval by the Shift Shareholders and completion by the Company of a financing of Post-Split Common Shares at a minimum price of $0.30 per Post-Split Common Share for gross proceeds of not less $7,000,000 (the "Concurrent Financing"). Details of the Concurrent Financing will be provided once determined.

Trading of the Company's common shares will remain halted pending receipt and review of acceptable documentation pursuant to Section 5.6 (d) of TSX Venture Exchange Policy 5.3 regarding a Fundamental Acquisition.

Qualified Person

The scientific and technical information contained herein has been reviewed and approved by Roger Lemaitre, P.Eng., P.Geo., who is a consultant (and not independent) to the Company and a "Qualified Person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

About Valleyview Resources Ltd.: Valleyview Resources Ltd. is a mineral exploration company dedicated to the identification, acquisition, and exploration of mineral properties, with a primary focus on the Fraser Lake property in British Columbia. The Company's strategic vision is to develop and expand its mineral resource portfolio through diligent exploration and development efforts.

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

This news release includes certain statements and information that may constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance are forward-looking statements and contain forward-looking information, including, but not limited to, the completion of the Proposed Transaction.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, but not limited to the assumption that all conditions to completion of the Proposed Transaction will be satisfied, including TSX Venture Exchange, approval of the Shift Shareholders and completion of the Concurrent Financing. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including, but not limited to: the risk that the TSX Venture Exchange will not approve the Proposed Transaction, the risk that the Company will not be successful in completing the Concurrent Financing and inherent risks associated with the mining industry and the results of exploration activities and development of mineral properties, stock market volatility and capital market fluctuations, general market and industry conditions, as well as those risk factors discussed in the Company's most recently filed management's discussion & analysis.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.