Scotia Metals Announces Closing of Business Combination and Concurrent Financing

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. The Company will renounce such expenditures with an effective date of no later than 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 are 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. The Consideration Shares issued pursuant to the Transaction are subject to contractual hold periods, which expire as follows: (i) immediately upon closing in respect of 10% of the Consideration Shares; (ii) six months following closing of the Transaction in respect of 30% of the Consideration Shares; (ii) 12 months following closing of the Transaction in respect of 30% of the Consideration Shares; and (iv) 18 months following closing of the Transaction in respect of 30% of the Consideration Shares.

Following closing of the Transaction, the Company granted 1,175,000 stock options (each, an "Option") pursuant to the Company's omnibus incentive plan, approved by shareholders of the Company at the Company's annual general meeting of shareholders held on March 24, 2026 (the "Option Grant"). Each Option entitles the holder thereof to acquire one common share in the capital of the Company for an exercise price of $0.25 for a period of five years. 50% of such Options vested immediately upon grant and 50% of such Options will vest on the date that is one year following the date of grant.

Following closing of the Transaction, including the Concurrent Financing and the Option Grant, the Company has: (i) 45,353,041 common shares issued and outstanding; (ii) 6,500,000 common shares reserved for issuance upon exercise of 6,500,000 Scotia Lithium Share purchase warrants outstanding; and (iii) 1,175,000 common shares reserved for issuance upon exercise of 1,175,000 options outstanding.

For further information with respect to the Transaction, please refer to the Company's CSE Form 2A Listing Statement which will be posted under its SEDAR+ profile at www.sedarplus.ca.

L3 Lithium Project Technical Report

The Company has filed a technical report with an effective date of June 15, 2026 (the "Technical Report") in respect of the L3 Lithium Project. The Technical Report was completed pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects and was authored by independent qualified person, Jesse R. Halle, P.Geo, of Halle Geological Services Ltd. The Technical Report is available under the Company's SEDAR+ profile at www.sedarplus.ca.

About Scotia Metals

Scotia Metals is in the business of acquiring and developing Lithium and other battery metals projects.

The L3 Lithium Project comprises a large, 100%-owned land package of approximately 1,200 km² across 109 mineral licences, securing over 100 km of prospective lithium pegmatite strike in western Nova Scotia. The ground is strategically located along strike from Champlain Mineral Ventures' Brazil Lake Lithium Project and immediately south of the former East Kemptville Tin Mine. The area is highly underexplored, with multiple priority targets identified within the Silurian White Rock Formation where coarse-grained pegmatites are associated with the South Mountain Batholith. The project benefits from excellent infrastructure, including access to ports, power, roads, and proximity to Halifax and its international airport.

Forward-Looking Statements

Certain statements in this press release regarding the Company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "likely," "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements herein include, but are not limited to, statements regarding the Company's business and strategic plans, and the use of proceeds of the Concurrent Financing.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to: the effects of the business combination of the Company and Scotia Lithium, including the combined company's future financial condition, results of operations, strategy and plans; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk that the Company or may not receive the required stock exchange and regulatory approvals for the Transaction; the expected re-listing of the common shares of the Company on the Exchange; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices; and the risks of mining activities. Expectations regarding business outlook, including changes in capital expenditures, market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters, and are subject to risks, uncertainties and assumptions that may prove incorrect. Additional factors that could cause actual results to differ materially from those described above can be found in the Company's most recent management's discussion and analysis, which is available under the Company's SEDAR+ profile at www.sedarplus.ca.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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