AMV Capital Corporation announced that it has entered into an arm's length non-binding letter of intent on September 13, 2022 with a private Saskatchewan corporation controlled by Dawn Zhou pursuant to which SaskCo is to sell to AMV a 100% right, title and interest in and to the mineral claims which comprise the Key Lake South Uranium Project located in the southeastern Athabasca Basin Region in Saskatchewan (the “KLS Project”) for and in consideration of 25,639,288 common shares of AMV, representing 66.7% of the issued and outstanding shares of AMV post-closing and pre-financing (the “Transaction”). The Transaction is to constitute a “reverse takeover” pursuant to the policies of the TSX Venture Exchange and is subject to receipt of Exchange acceptance. The KLS Project: The KLS Project is located approximately 15 kilometers from the Key Lake mill which processes ore from Cameco Corp.'s McArthur River uranium mine.

The KLS Project consists of 12 contiguous claims (23,977 hectares or approximately 240 sq. km) which were staked in 2012 and which have been held and explored by SaskCo since then. Provincial Highway 914, a north-south all-weather highway in Saskatchewan, crosses the KLS Project.

Key Terms of the Transaction and Related Financing: The key terms of the Transaction and related financing are as follows: (1) SaskCo is to sell to AMV 100% of its right, title and interest in and to the Claims for and in consideration of 25,639,288 common shares (“Resulting Issuer Shares”) of AMV (which post-closing will be referred to as the “Resulting Issuer”), representing 66.7% of the Resulting Issuer Shares before completion of the Financings (as defined below). (2) A British Columbia company to be initially wholly-owned by Dawn Zhou (“FinCo”) is to complete a non-brokered private placement of a minimum of 2,222,222 subscription receipts (the “Subscription Receipts”) at and for a price of CAD 0.45 per Subscription Receipt to raise a minimum of CAD 1,000,000 (the “Offering”), with each Subscription Receipt to be automatically exchanged, for no additional consideration and without any further action, upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions“) and upon completion of the Amalgamation (as defined below), into one unit of the Resulting Issuer (a “NFT Unit”), with each NFT Unit to be comprised one (1) Resulting Issuer Share (an “Underlying Share”) and one-half (½) of a share purchase warrant of the Resulting Issuer (each whole warrant, a “NFT Warrant”), subject to adjustment. Each NFT Warrant will entitle the holder to acquire one Resulting Issuer Share at a price of CAD 0.60 per share for a period of two years.

(3) SaskCo will arrange a CAD 2,000,000 flow-through private placement (the “Flow-Through Private Placement” and collectively with the Offering, the “Financings”) involving the sale of 4,000,000 units of the Resulting Issuer (the “FT Units”) at a price of CAD 0.50 per FT Unit, with each FT Unit to be comprised of one (1) Resulting Issuer Share issued on a flow-through basis (a “FT Share”) and one-half (½) of a NFT Warrant. The Flow-Through Private Placement would close immediately following the closing of the Transaction. (4) The gross proceeds of the Offering, less any finder's fee paid, will be deposited and held in escrow (the “Escrowed Funds”) and released to the Resulting Issuer upon the satisfaction of certain conditions including, but not limited to: (a) receipt of conditional approval of the Exchange to the Transaction; (b) board and shareholder approvals of the Transaction, as applicable; (c) no material breach or default by SaskCo; (d) completion of the Flow-Through Private Placement to raise no less than CAD 2,000,000; and (e) all conditions precedent to the completion of the Transaction being satisfied.

In the event that the Escrow Release Conditions are not satisfied on or before December 31, 2022, or such later date as may be agreed between AMV and SaskCo, the Subscription Receipts will be cancelled and the Escrowed Funds, with accrued interest earned thereon (less any applicable withholding taxes and finder's fee paid), will be returned to subscribers. (5) At closing of the Transaction, all of the issued and outstanding securities of FinCo will be acquired by AMV by way of a three-cornered amalgamation (the “Amalgamation”) pursuant to which a British Columbia company to be a wholly-owned subsidiary of AMV (“MergeCo”) will amalgamate with FinCo, and the holders of FinCo's securities will receive securities of the Resulting Issuer on a one-for-one basis pursuant to the terms of an amalgamation agreement to be entered into between AMV, FinCo and MergeCo. (6) Immediately prior to the completion of the Transaction, the Subscription Receipts are to convert into units of FinCo, and FinCo will then amalgamate with MergeCo, following which the former holders of Subscription Receipts will be issued Underlying Shares and NFT Warrants, and all Subscription Receipts will be cancelled.

The net proceeds of the Financings will be used to fund a 2022/23 winter drilling exploration program on the KLS Project and for the Resulting Issuer's working capital and general corporate purposes. A cash finder's fee of 8.0% of the gross proceeds raised from the Financings may be paid, and upon closing of the Transaction, the Resulting Issuer will issue to finders broker warrants (“Broker Warrants”) in such number equal to 8.0% of the Subscription Receipts or FT Units sold, as the case may be. Each Broker Warrant will entitle the holder to purchase one Resulting Issuer Share at a price of CAD 0.60 per share for a period of two years.

AMV and SaskCo are to negotiate the terms of a definitive agreement (the “Formal Agreement”) that will provide the basis upon which the parties will effect the Transaction, which the parties are to execute on or before October 17, 2022 or such other later date as agreed to by the parties. Closing of the Transaction is to occur on or before December 31, 2022.