CorporateSpectre Capital Corp. (TSXV:SOO.P)August 18, 2026 at 5:15 PM EDT

Spectre signs amalgamation with Northern Rare Earth

Source:

TheNewswire

rare_earthsenergy_transition

Key facts

All-stock takeover
1 SOO/sh

Vancouver, British Columbia, August 18, 2026 - TheNewswire – Spectre Capital Corp. ( “ Spectre ” or the “ Company ”) (TSX-V: SOO.P), a capital pool company, is pleased to announce that, further to its news release dated May 28, 2026, it has entered into a definitive amalgamation agreement dated August 17, 2026 (the “ Amalgamation Agreement ”) with Northern Rare Earth Corp. (“ NREC ”) and 1596809 B.C. Ltd. (“ Subco ”), a wholly-owned subsidiary of the Company, pursuant to which the Company will, by way of a “three-cornered amalgamation”, acquire all of the issued and outstanding securities of NREC. Together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, this transaction will constitute the Qualifying Transaction (the “ QT ”) of the Company under Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of the TSX Venture Exchange (the “ TSX-V ”). Assuming completion of the proposed QT, it is anticipated that the resulting issuer (the “ Resulting Issuer ”) will graduate to Tier 2 of the TSX-V as a mining issuer. A copy of the Amalgamation Agreement has been filed and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca .

About Northern Rare Earth Corp.

NREC was incorporated on August 8, 2024 pursuant to the Business Corporations Act (British Columbia) (the “ BCBCA ”). NREC holds interests in 46 mining titles comprising the Nabisipi REE project (the " Project "), consisting of: (i) 36 mining titles acquired pursuant to a property purchase agreement dated May 2, 2026 among NREC, Morgan Good and Benoit Moreau (together, the " Former Owners "), subject to a 1% net smelter returns royalty payable to the Former Owners (the " NSR Royalty "); (ii) an option to acquire an additional eight mining titles pursuant to a property option agreement dated April 15, 2026 between NREC and 9495-6976 Quebec Inc., which titles would also be subject to the NSR Royalty upon acquisition; and (iii) two mining titles staked directly by NREC. The Project is situated in Québec’s North Shore Region, approximately 300 km east of Sept-Îles and 100 km east of Havre-St-Pierre.

For the year ended December 30, 2025 (audited), NREC’s net loss and comprehensive loss was $(218,319, total assets was $62,735, total liabilities was $81,189, shareholders’ equity (deficiency) was $(18,454) and revenue was nil.

Further information on NREC, including current financial statements and a technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects in respect of the Project will be included in the filing statement to be prepared and filed by the Company in connection with the QT.

Terms of the QT

The QT is structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Subco will amalgamate with NREC to form one amalgamated company, which will become a wholly-owned subsidiary of the Company. Pursuant to the QT, holders of the common shares of NREC (the “ NREC Shares ”) will receive one common share in the capital of Spectre (a “ Resulting Issuer Share ”) for each NREC Share held immediately before the completion of the QT.

In connection with the QT, it is expected that Spectre will change its name to “Northern Rare Earth Corp.”, or such other similar name as is acceptable to NREC, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.

Completion of the QT is subject to a number of other customary conditions, including obtaining NREC shareholder approval, TSX-V approval, and completion of the Concurrent Financing (as defined below). Spectre also expects to hold an annual general and special meeting of shareholders prior to completion of the QT for certain matters ancillary to the QT including setting the size of the Company’s board of directors at five and approving a new omnibus incentive plan.

Michael Townsend, a 10% securityholder of Spectre, also holds 3,300,000 NREC Shares. Accordingly, the QT will involve “Non-Arm’s Length Parties” (as such term is defined in the TSX-V’s policies). Notwithstanding the foregoing, the Company does not expect the QT to constitute a “related party transaction” (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ) or to be subject to TSX-V Policy 5.9 – Protection of Minority Security Holders in Special Transactions, and the Company does not expect the QT to be considered a “Non-Arm’s Length Qualifying Transaction”, as Mr. Townsend, nor his Associates nor Affiliates, are Control Persons (as such terms are defined in the TSX-V’s policies) in both Spectre and in relation to NREC. Accordingly, it is not currently anticipated that the QT will require the approval of the shareholders of Spectre.

Financings

Interim Financing

On July 15, 2026, NREC completed a non-brokered private placement (the “ Interim Financing ”) consisting of:

1,200,000 NREC Shares issued at a price of $0.15 per share for gross proceeds of $180,000; and

160,000 NREC Shares issued on a flow-through basis (the FT Shares ”) at a price of $0.25 per share for gross proceeds of $40,000.

The net proceeds from the offering will be used for general working capital purposes and to fund transaction expenses during the QT process, while the gross proceeds from the issuance of the FT Shares will be used to incur eligible Canadian exploration expenses that will qualify as flow-through mining expenditures under the Income Tax Act (Canada).

Concurrent Financing

In connection with the QT, NREC intends to complete a private placement of subscription receipts (the “ Subscription Receipts ”) at a price of $0.25 per Subscription Receipt for minimum gross proceeds of $1,500,000 (the “ Concurrent Financing ”). Each Subscription Receipt will automatically convert, for no further consideration and with no further action on the part of the holder thereof, into a unit of NREC (a “ Unit ”) upon the satisfaction of certain standard conditions and immediately prior to the completion of the QT. Each Unit will consist of one NREC Share and one-half of one common share purchase warrant of NREC (each whole warrant, a “ Warrant ”), with each Warrant entitling the holder to acquire one NREC Share for a period of 24 months from the date of issue at an exercise price of $0.40. Upon completion of the QT, the NREC Shares underlying the Units will be exchanged for Resulting Issuer Shares, and the Warrants underlying the Units will be exercisable into Resulting Issuer Shares in accordance with their terms. It is intended that the Concurrent Financing will constitute a “Concurrent Financing” as such term is defined under Policy 2.4.

The net proceeds raised by NREC in the Concurrent Financing will be used for exploration and development of the Project and for general working capital purposes. NREC may pay finders’ fees in connection with the Concurrent Financing, the details of which will be disclosed in a subsequent news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Directors and Officers

Following completion of the QT, the board and management of the Resulting Issuer is expected to be comprised of the following individuals: Benoit Moreau (Director and CEO), Jason Baker (Director and CFO), Geoff Balderson (Director), Arndt Roehlig (Director), Michael Hulen (Director) and Stephanie Sharma (Corporate Secretary). Further information regarding the backgrounds of these individuals is set out in the Company’s news release dated May 28, 2026.

Michael Hulen – Director

Michael Hulen is an inventor and serial entrepreneur with extensive experience in semiconductors, electro-optics, and infrared materials. He is the owner and CEO of Infrared Power Systems, LLC and a Managing Member of Power Networks LLC, and previously founded Phase4 Infrared and Novotech, Inc. His academic background includes undergraduate studies in physics at UVM and postgraduate studies at Harvard and MIT.

Stephanie Sharma – Corporate Secretary

Stephanie Sharma is a corporate governance and regulatory specialist with experience as a corporate secretary across a range of industries. She advises private and publicly listed issuers on corporate secretarial matters, governance, compliance, and disclosure, with clients listed on Cboe Global Markets, the Toronto Stock Exchange, the TSX Venture Exchange, and the Canadian Securities Exchange.

Trading in Spectre Shares

Trading in the common shares of the Company (the “ Spectre Shares ”) has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Spectre Shares will not resume prior to the closing of the QT.

Disclosure Pursuant to Policy 2.4

Completion of the QT is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed QT and has neither approved nor disapproved the contents of this press release.

For further information, please see the Company’s profile and documents available under the Company’s name on SEDAR+ at www.sedarplus.ca .

ON BEHALF OF THE BOARD

“ Geoff Balderson ”

Geoff Balderson

CEO, CFO and Director

Telephone: (604) 602-0001

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

Forward-Looking Statements

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Spectre and NREC with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding the QT including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals; the proposed change in name of the Company; the anticipated size and composition of the Company’s board of directors following the QT; the anticipated size and composition of the board of directors of the Resulting Issuer following the QT; terms of the Concurrent Financing, including the size and timing associated with completing such financings; the business plans and expectations of NREC; trading in Spectre Shares and when such trading will resume, if at all; the issuance of and timing associated with issuing a further comprehensive news release or news releases; that the proceeds of the Interim Financing and Concurrent Financing will be used as anticipated; and expectations for other economic, business, and/or competitive factors.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the QT on the proposed terms and schedule; that NREC will be able to complete the Concurrent Financing on the terms and conditions and within the timeframes expected; that the Amalgamation Agreement will not be terminated prior to the closing of the QT; that the QT will be completed in accordance with the terms and conditions of the Amalgamation Agreement and within the timeframe expected; and that no unanticipated events will occur that will delay or prevent the completion of the QT.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Spectre and NREC’s respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Spectre and NREC believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the QT; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the QT on the proposed terms and schedule; the ability of NREC to complete the Concurrent Financing; the potential impact of the announcement or consummation of the QT on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Spectre and NREC have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Spectre and NREC do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.