Madoro Metals signs definitive agreement for reverse takeover with Narrow River Resources

  VANCOUVER, British Columbia – TheNewswire – July 17, 2026 - Madoro Metals Corp. (“ Madoro ” or the “ Company ”) (TSX VENTURE: MDM; OTC: MSTXF; FSE: A2QQ1X), is pleased to announce that, further to its news releases dated February 2, 2026 and May 4, 2026, the Company has entered into a definitive share purchase agreement with 9525-9867 Québec Inc. (the “ Vendor ”) and Narrow River Resources Pty Ltd. (“ NRR ”) in respect of the Company’s previously announced proposed reverse takeover transaction with NRR (the “ Proposed Transaction ”).   Pursuant to the definitive agreement, Madoro will acquire the Québec mineral assets of NRR through the acquisition of the outstanding shares of a Québec subsidiary, in consideration for the issuance of common shares of Madoro and certain related transaction consideration, on the terms and subject to the conditions set out in the definitive agreement.   “With documentation signed, we are now fully focused on advancing our combined Company,” said Brian Ostroff, Madoro’s Executive Chairman. “Already home to several significant hard rock lithium finds, Québec has shown itself to be a world class destination for critical minerals’ exploration. The merger of our companies has established the leading lithium exploration opportunity in the emerging D é celles camp of Québec.”   The execution of the definitive agreement represents an important milestone in advancing the Proposed Transaction. Madoro and NRR are continuing to work toward completion of the remaining transaction documentation and disclosure materials required under TSX Venture Exchange (“ TSXV ”) Policy 5.2 – Changes of Business and Reverse Takeovers , including the preparation and finalization of the management proxy circular (the “ Circular ”) to be sent to the Company’s shareholders in connection with a special meeting of shareholders required to approve the Proposed Transaction.   The Company is also proceeding with its previously announced concurrent non-brokered private placement for aggregate gross proceeds of up to C$1,230,000, comprised of hard dollar units and flow-through units (the “ Private Placement ”), the completion of which remains subject to TSXV acceptance and all other required regulatory approvals.

The parties remain committed to moving the Proposed Transaction forward and will provide further updates as appropriate.   Completion of the Proposed Transaction remains subject to, among other things, regulatory and shareholder approvals, TSXV acceptance, completion of the Private Placement, completion of ancillary transaction documentation, and satisfaction of other customary closing conditions.   About Madoro Metals Corp.   Madoro Metals Corp. ( MDM - TSX Venture Exchange; MSTXF – OTC Markets; A2QQ1X - Frankfurt) is an emerging resource company engaged in the evaluation, acquisition, and exploration of mineral properties in Canada and Mexico. Madoro holds an option to acquire a 100% interest in the First Green Lithium Property located in the emerging Décelles lithium camp in the Abitibi Témiscamingue region, approximately 75 kilometers southwest of Val-d’Or, Québec and a 100% interest in the Cerro Minas Property in Oaxaca, Mexico. For further information, investors and shareholders are invited to visit the Company’s website at www.madorometals.com , call the office at 1-604-681-1568, toll free at 1-877-377-6222, or send an email to info@madorometals.com .   ON BEHALF OF THE BOARD OF DIRECTORS  “ BRIAN OSTROFF ” Brian Ostroff, Executive Chair & Director bostroff@madorometals.com   Neither 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.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Madoro should be considered highly speculative.   The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Forward Looking Information   This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation.

Generally, forward-looking information can be identified by the use of forward- looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information in this press release may include, without limitation, statements regarding: the advancement and completion of the Proposed Transaction; the preparation and filing of the Circular with the TSXV and the mailing of the Circular to shareholders; the receipt of required regulatory and shareholder approvals; the completion of the Private Placement and receipt of TSXV acceptance therefor; the completion of remaining transaction documentation and disclosure materials; the anticipated use of proceeds from the Private Placement; and the planning and execution of follow-up exploration programs on the Lac Simard Project. These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, the ability of the parties to successfully complete the Proposed Transaction and satisfy regulatory requirements, the ability of the Company to prepare and mail the Circular and obtain shareholder approval, the ability of the Company to complete the Private Placement and raise the required funds on acceptable terms or at all, the ability of the parties to satisfy its flow-through expenditure obligations within the required timeframes, management’s ability to manage and operate the business, and the equity markets generally.

Because of these risks and uncertainties, the actual results, expectations, achievements or performance of each of Madoro and NRR may differ materially from those anticipated and indicated by forward-looking information. Although each of Madoro and NRR believes that the expectations reflected in forward-looking information are reasonable, they can give no assurances that the expectations of any forward-looking information will prove to be correct. Except as required by law, each of Madoro and NRR disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise, except as expressly required by applicable securities laws.

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