Cross River obtains conditional approval for Scotia Lithium business combination

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.