Scotia Metals closes business combination and concurrent financing

Vancouver, British Columbia--(Newsfile Corp. - July 28, 2026) - Scotia Metals Corp. (CSE: CRVC.X) (formerly, Cross River Ventures Corp.) (the " Company " or " Scotia Metals ") is pleased to announce, further to its news releases dated January 30, 2026 and July 15, 2026, that it has completed its previously announced business combination (the " Transaction ") in accordance with the terms of the business combination agreement (the " Business Combination Agreement ") dated January 30, 2026 among the Company, Scotia Lithium Corp. (" Scotia Lithium ") and the shareholders of Scotia Lithium (the " Scotia Lithium Shareholders ") pursuant to which, among other things, the Company acquired all of the issued and outstanding shares of Scotia Lithium (each, a " Scotia Lithium Share ") in exchange for 13,000,000 common shares in the capital of the Company (each, a " Consideration Share "). The Company is also pleased to announce that it has completed its non-brokered private placement (the " Concurrent Financing ") of: (i) 3,758,768 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 $1,221,600; and (ii) 18,313,600 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 $4,578,400. The Company expects to resume trading on the Canadian Securities Exchange (the " Exchange ") on or about August 4, 2026, under the symbol "SMET", subject to final approval by the Exchange.

All share numbers in this news release are presented on a post-Consolidation basis (as defined herein). Summary of the Transaction Pursuant to the Business Combination Agreement, the outstanding Scotia Lithium Shares were acquired by the Company in exchange for the issuance of an aggregate 13,000,000 Consideration Shares to former Scotia Lithium Shareholders. As a result of the Transaction, the Company now indirectly holds a 100% interest in Continental Lithium Ltd., the holder of a 100% interest in the L3 Lithium project located in Nova Scotia (the " L3 Lithium Project ").

In connection with the Transaction and pursuant to the Business Combination Agreement, the Company: (i) consolidated its issued and outstanding Common Shares on a 30:1 basis (the " Consolidation "); (ii) changed its name to "Scotia Metals Corp." (the " Name Change "); (iii) completed the Concurrent Financing for gross proceeds of $5,800,000; and (iv) re-constituted its management so that it is comprised of Rodrigo Roso (Chief Executive Officer and Director), Alan Sye (Chief Financial Officer and Corporate Secretary), James Abson (VP Exploration), Brian Talbot (Chairman and Director), Nick Rowley (Director), Darryl Cardey (Director) and Shawn Khunkhun (Director). The Company paid a finder's fee of 680,000 post-Consolidation Common Shares to an arm's length finder in connection with the Transaction. No new control person was created as a result of the Transaction.

In connection with the Concurrent Financing, the Company paid certain arm's length finders (each, a " Finder ") aggregate finder's fees of $118,803 in cash. The net 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; 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.