Phenom Announces Closing of $5.41 Million Financing, Strategic Investor and Execution of Framework Agreement relating to the Dobbin Project

The sole investor in the Private Placement was an affiliate of SSR Mining Inc. ("SSR"). SSR now holds approximately 9.9% of Phenom's outstanding shares on an undiluted basis, positioning them as a significant shareholder.
 

Paul Cowley, Phenom's CEO & President stated, "The Company is very pleased to welcome SSR as a new strategic investor. For the third largest gold producer in America to back the Company, its geological team and Dobbin even before a single drill there, in my view is exceptional and reinforces the opportunity at Dobbin. Furthermore, the terms (price and no warrants) and magnitude of the Private Placement are significantly beneficial for our share structure and provides substantial funds for drilling Dobbin this summer."
 

The Shares are subject to a hold period expiring October 26, 2026, in accordance with applicable securities laws and the policies of the TSX Venture Exchange ("TSXV"). In addition, SSR has agreed to voluntarily restrict the disposition of the Shares for a period of one (1) year from the closing date (the "Restricted Period"); provided that SSR may sell up to an aggregate of 500,000 Shares in any calendar month during the Restricted Period, upon prior written notice to Phenom. This limit is fixed for each month, and any undisposed Shares for a particular month will not be added to the next or any succeeding month's limit.
 

Concurrent with the closing of the Private Placement, the Company and SSR have entered into an Investor Rights Agreement pursuant to which, among other things, for so long as SSR holds a 4.9% or greater ownership interest in Phenom, SSR will have the right, in its sole discretion, to maintain that level of ownership interest or to increase its ownership percentage up to a maximum of 19.9% of the outstanding Phenom shares, through participation and top-up rights. The Investor Rights Agreement also provides a binding two-year standstill provision.
 

The Company, its subsidiary Copper One USA, Inc., and SSR have also entered into a Framework Agreement pursuant to which the Company granted to SSR the right to acquire, in SSR's sole discretion, a 15% interest in the Dobbin Project for a further US$4,000,000, which acquisition is proposed to be completed within 10 business days (or such later date as agreed to by the parties) of the Company having completed its property option payments and acquired a 100% interest in the Dobbin Project. All funds paid by SSR to purchase its 15% interest will be used to advance the Dobbin Project. The Framework Agreement also sets out the general terms of the resulting joint venture arrangement to be carried on by a wholly-owned subsidiary of Phenom and SSR in respect of the Dobbin Project upon completion of such acquisition, and includes a mutual right of first refusal to purchase the other party's interest in the Dobbin Project.
 

About SSR Mining Inc (TSX: SSRM):
 

SSR Mining Inc. is a US$6.5B Denver-based gold and silver mining company and the third largest gold producer in the United States. SSR Mining has a portfolio of operating, development and exploration assets across the Americas, including locations in the USA, Canada, and Argentina.
The company's core operating assets include:
 

• Marigold mine: An open-pit gold mine in Nevada, USA.
   
• Cripple Creek & Victor (CC&V) mine: An open-pit gold mine in in Colorado, USA.
   
• Seabee mine: An underground gold mine in Saskatchewan, Canada.
   
• Puna operations: Located in the Jujuy province, Puna is the largest silver mine in Argentina.
   

About Phenom Resources Corp.
 

Phenom has 100% interest in the Carlin Gold-Vanadium Project, located six miles south from the town of Carlin, Nevada, and Highway I-80 in Elko County, which hosts the Carlin Vanadium deposit, North America's largest highest grade primary vanadium resource, and the Crescent Valley Property, a Bonanza high-grade gold vein-type and IOCG target. The Company has options to earn 100% interest in the Dobbin and King Solomon Properties, which are Carlin Gold-type targets in Nevada.
 

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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
 

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

Forward-looking information
 

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance and include, but is not limited to, statements regarding the intended use of proceeds of the Offering, including funding work programs on the Company's exploration properties and for general working capital purposes, the receipt of final approval of the TSX Venture Exchange, and other statements that are not historical facts. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. Readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.