Irruptive Metals Corp. Announces Completion of Go-Public Transaction

Toronto, Ontario--(Newsfile Corp. - July 22, 2026) - Irruptive Metals Corp. (formerly, 1287398 B.C. Ltd.) (the "Company") is pleased to announce the completion of its previously announced go-public transaction involving Irruptive Metals Inc. ("Irruptive") and 1001591052 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company (the "Transaction"). Trading in the Resulting Issuer Shares (as defined below) is expected to commence on the TSX Venture Exchange (the "TSXV") on or about July 27, 2026, under the ticker symbol "IRR", subject to the issuance by the TSXV of its final bulletin in respect of the Transaction.

The Transaction

The Transaction was completed by way of a three-cornered amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario) among the Company, Irruptive and Subco. Pursuant to the Amalgamation, Irruptive and Subco amalgamated to form a newly amalgamated entity named "Irruptive Metals Inc." ("Amalco"), and the Company acquired all of the issued and outstanding securities of Amalco, with the former holders of common shares of Irruptive (each, an "Irruptive Share") and the former holders of Class A common shares of Subco (each, a "Class A Subco Share") each receiving one Resulting Issuer Share for each one Irruptive Share or Class A Subco Share, as applicable, held immediately prior to the effective time of the Amalgamation. In connection with the completion of the Transaction, all outstanding stock options of Irruptive were replaced with equivalent stock options of the Resulting Issuer (the "Resulting Issuer Options") and all outstanding deferred share units of Irruptive were replaced with equivalent deferred share units of the Resulting Issuer (the "Resulting Issuer DSUs"), in each case entitling the holders thereof to acquire or receive Resulting Issuer Shares in lieu of Irruptive Shares.

The Company, as the issuer resulting from the Transaction (the "Resulting Issuer") is expected to carry on the business of Irruptive, being the mineral exploration and development of the Pimentón Project in Chile (the "Pimentón Project").

In connection with the Transaction, the Company issued an aggregate of 112,979,005 Resulting Issuer Shares, comprised of: (i) 105,772,857 Resulting Issuer Shares issued to former holders of Irruptive Shares (excluding Resulting Issuer Shares issued on conversion of Irruptive Subscription Receipts (as defined below)); (ii) 5,871,432 Resulting Issuer Shares issued to former holders of Irruptive Subscription Receipts; and (iii) 1,334,716 Resulting Issuer Shares issued to former holders of Class A Subco Shares, which were issued upon exchange of the Subco Subscription Receipts (as defined below), such that the Transaction resulted in the reverse takeover of the Company by the shareholders of Irruptive. After giving effect to the Transaction, the Consolidation (as defined below), the Subscription Receipt Financing (as defined below) and the Concurrent Financing (as defined below), there are an aggregate of 114,592,362 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). In addition, there are 2,400,000 Resulting Issuer Options and 242,856 Resulting Issuer DSUs outstanding. All Resulting Issuer Shares issued in connection with the closing of the Transaction were issued at a deemed issue price of $0.70 per Resulting Issuer Share (being the offering price of each of the Subscription Receipt Financing and the Concurrent Financing).

For further information regarding the Transaction, please see the filing statement of the Company dated July 20, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV, as well as the technical report in respect of the Pimentón Project with an effective date of March 31, 2026, copies of which are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Alfredo Bazo, President and Chief Executive Officer of the Company, commented: "The completion of this transaction marks an exciting milestone for Irruptive Metals as we begin trading on the TSX Venture Exchange. With the Pimentón Project's significant copper and gold potential in Chile's prolific Andes Mountains, we believe we are well-positioned to create value for our shareholders. I would like to thank our stakeholders, advisors and supporters for their dedication and commitment throughout the formation and go-public process. We look forward to advancing our exploration and development activities and keeping the market informed of our progress."

Name Change and Consolidation

Prior to the completion of the Transaction, on July 22, 2026, the Company effected (i) a consolidation (the "Consolidation") of its issued and outstanding common shares (the "Common Shares") on the basis of one (1) post-Consolidation Common Share for every 3.616668 pre-Consolidation Common Shares, and (ii) a change of the Company's corporate name from "1287398 B.C. Ltd." to "Irruptive Metals Corp." (the "Name Change"). For the purposes of this news release, "Resulting Issuer Shares" means the Common Shares in the authorized share structure of the Company after giving effect to the Consolidation and Name Change.

Directors and Executive Officers

Following the completion of the Transaction, the directors and officers of the Resulting Issuer are as follows:

Name		Title
Alfredo Bazo		Chief Executive Officer, President and Director
Judson Culter		Chief Financial Officer and Corporate Secretary
Claudio Burgoa		Chief Geologist
Robert Oehninger		Country Manager, Chile
Ignacio Agramunt		Director
Ramon Araneda		Director and Non-Executive Chairman
Drew Clark		Director
Nadine Miller		Director

 

Please refer to the Filing Statement for additional information on, and the biographies of, each of the foregoing individuals.

Escrow and Other Corporate Updates

In connection with the Transaction, an aggregate of 36,175,000 Resulting Issuer Shares, 1,100,000 Resulting Issuer Options and 60,714 Resulting Issuer DSUs were deposited in escrow in accordance with the policies of the TSXV, in addition to 59,194,053 Resulting Issuer Shares and 1,000,000 Resulting Issuer Options subject to SSRRs (as defined under the policies of the TSXV). Please refer to the Filing Statement for additional information on the escrowed and restricted securities.

Additionally, in connection with the Transaction, PKF Antares has been appointed as the auditor of the Company, and the Company adopted a new 10% rolling omnibus incentive plan. The new CUSIP number for the Resulting Issuer Shares is 46358T107. The transfer agent of the Company continues to be TSX Trust Company.

Subscription Receipt Financing

On February 23, 2026, Irruptive completed a private placement of an aggregate of 5,871,432 subscription receipts of Irruptive (the "Irruptive Subscription Receipts") at a price of $0.70 per Irruptive Subscription Receipt for aggregate gross proceeds to Irruptive of approximately $4,110,002 (the "Subscription Receipt Financing").

Upon satisfaction of certain escrow release conditions, each Irruptive Subscription Receipt automatically converted, without payment of additional consideration or further action by the holders thereof, into one Irruptive Share. Pursuant to the Transaction, each such Irruptive Share was immediately exchanged for one Resulting Issuer Share for no additional consideration and without any further action by the holders thereof.

Concurrent Financing

On July 17, 2026, Subco completed a private placement of an aggregate of 1,334,716 subscription receipts of Subco (the "Subco Subscription Receipts") at a price of $0.70 per Subco Subscription Receipt for aggregate gross proceeds of $934,301 (the "Concurrent Financing").

The Subco Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement between Subco and TSX Trust Company, as subscription receipt agent. In connection with the closing of the Transaction and upon the satisfaction of certain escrow release conditions, each Subco Subscription Receipt automatically converted, without payment of additional consideration or further action by the holders thereof, into one Class A Subco Share. Pursuant to the Transaction, each such Class A Subco Share was immediately exchanged for one Resulting Issuer Share for no additional consideration and without any further action by the holders thereof.

No finder's fees or commissions were payable in respect of the Subscription Receipt Financing or the Concurrent Financing.

Early Warning Disclosure - Mercedes Juliana Benavides Ganoza de Vizquerra

Following the Transaction, Mercedes Juliana Benavides Ganoza de Vizquerra has beneficial ownership of, or control or direction over, an aggregate 24,985,714 Resulting Issuer Shares, representing approximately 21.8% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis. Prior to the completion of the Transaction, Ms. Benavides Ganoza de Vizquerra did not hold any securities of the Company (formerly, 1287398 B.C. Ltd.).

Ms. Benavides Ganoza de Vizquerra acquired the Resulting Issuer Shares for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on her evaluation of these and other factors, Ms. Benavides Ganoza de Vizquerra may from time to time in the future decrease or increase her direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1 - Required Disclosure Under the Early Warning Requirements ("Form 62-103F1").

The Resulting Issuer Shares beneficially owned or controlled by Ms. Benavides Ganoza de Vizquerra are subject to escrow pursuant to the policies of the TSXV and an escrow agreement among the Resulting Issuer, TSX Trust Company, and certain other securityholders of the Resulting Issuer. Please refer to the Filing Statement for additional information on the escrowed securities.

Ms. Benavides Ganoza de Vizquerra's business address is Av. Paseo de la República 5812, Piso 6, Miraflores, Lima 15074 Peru.

For the purposes of this news release and early warning disclosure, the pro forma number and percentage of outstanding Resulting Issuer Shares owned and controlled by Ms. Benavides Ganoza de Vizquerra following completion of the Transaction is based on 114,592,362 outstanding Resulting Issuer Shares following the completion of the Transaction.

This portion of this news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"). An early warning report will be filed by Ms. Benavides Ganoza de Vizquerra on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Persons who wish to obtain a copy of the early warning report to be filed by Ms. Benavides Ganoza de Vizquerra may obtain a copy of such report from SEDAR+ (www.sedarplus.ca) or by contacting Alfredo Bazo, President and CEO of the Company at (416) 800-1066 or info@irruptivemetals.com.

Early Warning Disclosure - Thomas Bata

Following the Transaction, Thomas Bata has beneficial ownership of, or control or direction over, directly or indirectly, an aggregate of 14,060,714 Resulting Issuer Shares, representing approximately 12.27% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis. Prior to the completion of the Transaction, Mr. Bata did not hold any securities of the Company (formerly, 1287398 B.C. Ltd.).

Mr. Bata acquired the Resulting Issuer Shares for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on his evaluation of these and other factors, Mr. Bata may from time to time in the future decrease or increase his direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1.

A portion of the Resulting Issuer Shares beneficially owned or controlled by Mr. Bata are subject to contractual resale restrictions pursuant to the terms of a lock-up agreement between Mr. Bata and Irruptive Metals Inc., under which 11,025,000 Resulting Issuer Shares beneficially owned or controlled by Mr. Bata are subject to restrictions on transfer, with 25% of such Resulting Issuer Shares being released from such restrictions every six months following the date on which the Resulting Issuer Shares commence trading on the TSXV.

Mr. Bata's business address is 1 Westmount Square, Suite 1730, Westmount, Québec H3Z 2P9.

For the purposes of this news release and early warning disclosure, the pro forma number and percentage of outstanding Resulting Issuer Shares owned and controlled by Mr. Bata following completion of the Transaction is based on 114,592,362 outstanding Resulting Issuer Shares following the completion of the Transaction.

This portion of this news release is being issued pursuant to NI 62-103. An early warning report will be filed by Mr. Bata on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Persons who wish to obtain a copy of the early warning report to be filed by Mr. Bata may obtain a copy of such report from SEDAR+ (www.sedarplus.ca) or by contacting Alfredo Bazo, President and CEO of the Company at (416) 800-1066 or info@irruptivemetals.com.

Advisors

Bennett Jones LLP is legal counsel to Irruptive. Haywood Securities Inc. is financial advisor to Irruptive.

About Irruptive Metals Corp.

Irruptive Metals Corp. is a mineral exploration company incorporated under the Business Corporations Act (British Columbia). The Company is headquartered in Vancouver, British Columbia, and is focused on the acquisition, exploration and development of high-potential copper and gold mineral properties located in Chile. The Company holds an option to acquire up to a 100% interest in certain mining claims, leases, concessions or other mining rights comprising the Pimentón Project pursuant to an earn-in agreement dated November 18, 2025, between Irruptive and Minera Tamidak Limitada.

About the Pimentón Project

The Pimentón Project is located in the prolific high Andes Mountains of Chile. The major property surrounds and includes the Pimentón Project at an elevation between 3,350 and 4,500 metres above sea level. It is located approximately 120 km NNE of the city of Santiago and 50 km northeast of the town of Los Andes, in the district of San Esteban, Province of Los Andes, Region V, Chile. Its central UTM coordinates are N 6,407,500 and E 386,000 (Datum PSAD-56, 19 South). 

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the timing of the trading of the Resulting Issuer Shares on the TSXV, the proposed business of the Resulting Issuer, the Pimentón Project, the Company's ability to obtain final TSXV approval of the Transaction, and the early warning disclosure described above.

Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Pimentón Project. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Additional information, including risks relating to the Transaction as well as risks facing the Company, are outlined in the Filing Statement prepared in connection with the Transaction.

The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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