VANCOUVER, BC , Jan. 22, 2026 /CNW/ - Siu Metals Corp. ("Siu Metals" or the "Company") announces that it has entered into a definitive agreement (the "Agreement") with Aura Energy Limited (ASX: AEE) (AIM: AURA) ("Aura") under which Siu Metals would acquire 100% of Aura's Häggån polymetallic project in Sweden (the "Häggån Project") through a reverse takeover of Siu Metals by Aura (the "Proposed Transaction"). The Agreement contemplates the transfer to Siu Metals of Aura's shares in its wholly-owned Swedish subsidiary, Vanadis Battery Metals AB ("VBM"), which wholly owns the Häggån Project, in exchange for common shares of Siu Metals, with Siu Metals to become the 100% owner of the Häggån Project on completion. Aura would, on completion, become the controlling shareholder of Siu Metals. Completion of the Proposed Transaction is expected in Q2 2026, subject to customary conditions including regulatory and shareholder approvals and financing completion.

Transaction Terms

On January 22, 2026, the Company, an unlisted reporting issuer in Canada, and Aura entered into a binding agreement outlining the terms upon which the parties intend to complete the Proposed Transaction. Under the terms of the Proposed Transaction, Aura will transfer 100% of its shares in VBM to the Company and will receive common shares of the Company as consideration.

The Company, following completion of the Proposed Transaction (the "Resulting Issuer"), will be the continuing reporting issuer in Canada carrying on the business of VBM which owns a 100% interest in the Häggån Project. The Proposed Transaction will be undertaken in conjunction with a C$10.35 million subscription receipts financing (the "Financing") let by MDCP Securities Ltd. (the "Agent") as lead agent, to be completed by the Company with certain strategic investors and certain other investors which values the Häggån Project at C$50 million. Upon completion of the Proposed Transaction and the Financing, Aura will own approximately 78.7% of the outstanding common shares of the Resulting Issuer on an undiluted basis (and approximately 71.1% on a fully diluted basis). In connection with the Proposed Transaction, the Company will effect a consolidation of its outstanding common shares on an 8.479832:1 basis, change its name to such name as determined by Aura and change its year end to June 30.

The Resulting Issuer will seek to list its common shares on the TSX Venture Exchange (the "TSXV")  in connection with the Proposed Transaction. Such listing will be subject to fulfilling all of the listing requirements of the TSXV (the "Listing").

Completion of the Proposed Transaction will be subject to a number of conditions, including, but not limited to, (i) Aura obtaining shareholder approval for the Proposed Transaction, (ii) the parties obtaining all required regulatory approvals, (iii) the completion of the Financing, and (iv) approval for the Listing.

Subscription Receipt Financing

In connection with the Proposed Transaction, Siu Metals will complete a subscription receipt financing for aggregate gross proceeds of approximately C$10,350,000. The Financing will consist of a private placement of subscription receipts of Siu Metals (the "Subscription Receipts") at a price of C$1.00 per Subscription Receipt.

Each Subscription Receipt will entitle the holder, without payment of any additional consideration or further action on the part of the holder, and subject to adjustment in certain events, to receive one unit of the Resulting Issuer (a "Unit") upon completion of the Proposed Transaction and satisfaction of certain other escrow release conditions. Each Unit shall consist of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one-half of one common share purchase warrant of the Resulting Issuer (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder to purchase one additional common share of the Resulting Issuer at an exercise price of C$1.50 for a period of two years from the completion of the Proposed Transaction. All of the securities underlying the Subscription Receipts will be issued on a post-Consolidation basis on completion of the Proposed Transaction.

The Financing will be led by the Agent. The Agent will receive a 5.0% cash commission and such number of broker warrants as is equal to 2.5% of the number of Subscription Receipts sold. Each broker warrant shall entitle the holder to acquire one common share of the Resulting Issuer at a price of C$1.00 for a period of two years from the completion of the Proposed Transaction.

The closing of the Financing is expected to occur in mid-February of 2026, or such later date as Aura, Siu Metals and the Agent may agree (the "Closing Date").

On the Closing Date, the gross proceeds of the Subscription Receipts (the "Escrowed Proceeds", and together with all interest and other income earned thereon, the "Escrowed Funds") will be delivered to and held by an escrow agent (the "Subscription Receipt Agent") until the earlier occurrence of a Termination Event (as defined below) or satisfaction of the following conditions (the "Escrow Release Conditions"):

a)  The receipt of all required corporate, third party, shareholder and regulatory approvals in connection with the Proposed Transaction and the Listing that are explicitly set out in the Agreement, including without limitation the acceptance of the TSXV, subject to customary conditions for the listing of the Resulting Issuer Shares (including all Resulting Issuer Shares underlying the Subscription Receipts);

b)  The completion, satisfaction or irrevocable waiver of all conditions precedent to the Proposed Transaction, other than the satisfaction of conditions precedent for which the release of the Escrowed Funds is required, in accordance with the Agreement; and

c)  The Company and Aura having delivered a joint notice to the Subscription Receipt Agent confirming that the conditions set forth in (a) and (b) above have been met or waived.

If the Escrow Release Conditions are not satisfied prior to 150 days from the Closing Date, or such later date as may be agreed to by Aura, Siu Metals and the Agent, to a maximum of 180 days from the Closing Date (the "Escrow Deadline") (a "Termination Event", and the date upon which such event occurs, the "Termination Date"), within five business days following the Termination Date, the Escrowed Funds will be returned to the holders of Subscription Receipts on a pro rata basis.

Upon satisfaction of the Escrow Release Conditions, the Subscription Receipt Agent shall release from the Escrowed Funds: (i) to the Agent, an amount equal to the Agents' commission and all expenses of the Agent, and (ii) to the Resulting Issuer, the balance of the remaining Escrowed Funds.

Following the completion of the Proposed Transaction and release from escrow, the proceeds from the Financing are intended to be used for the advancement and continued permitting of the Häggån Project, supplementary drilling activity on the surrounding tenements, including the recently granted adjoining Gräsmyråsen tenement, working capital and general corporate purposes, including transaction costs.

Management and Directors of the Resulting Issuer

Aura will identify and nominate new officers and directors to manage and govern the business of the Resulting Issuer following completion of the Proposed Transaction, having appropriate public company experience and expertise in the mining industry, with additional independent directors to include recognized industry leaders. The board of the Resulting Issuer will be constituted in a manner that complies with applicable corporate and securities laws requirements in Canada, including the requirements of the TSXV.

Investor Rights Agreement

Aura and Siu Metals have agreed to enter into an investor rights agreement on completion of the Proposed Transaction, which will include, among other things, and subject in all cases to Aura maintaining applicable ownership thresholds, registration, equity participation and information sharing rights in respect of the Resulting Issuer (on customary conditions and exceptions).

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein 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 account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

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

About Siu Metals Corp.

Siu Metals is an exploration mining company based in British Columbia, Canada. The principal business of the Company is the exploration and evaluation of mining properties.

About Aura Energy Limited

Aura plans to transition from a uranium explorer to a uranium producer to capitalise on the rapidly growing demand for nuclear power as the world shifts towards a decarbonised energy sector. The market outlook for uranium remains strong, with the World Nuclear Association highlighting in its reference case an annual growth rate of 5.3 per cent in nuclear reactor uranium requirements. This creates a supply deficit to be covered by as yet unspecified sources of 193M lbs U3O8, or 49 per cent of demand by 2040 .

Aura is advancing two key projects:

• Tiris Uranium Project, Mauritania – A fully permitted, near-term development asset with a potential long mine life. Aura plans to transition from a uranium explorer to a uranium producer to capitalise on the rapidly growing demand for nuclear power as the world shifts towards a decarbonised energy sector
• Häggån Polymetallic Project, Sweden – A globally significant deposit containing vanadium, sulphate of potash, and uranium with potential long-term value. The Company is well advanced in updating the Uranium Mineral Resource Estimate for Häggån and anticipates releasing the update later this month.

Aura is committed to creating value for host nations, local communities, and shareholders through responsible and sustainable resource development.

In August 2024, Aura Energy's Swedish subsidiary Vanadis Battery Metals applied for an exploitation permit for Häggån K1 with the Swedish Mining Inspectorate. In light of a change in Swedish mining legislation on January 1st, 2026 allowing mining of Uranium, Aura will seek to update that application to also include uranium.

Cautionary Note Regarding Forward-looking Statements and Information

This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to the Company's future business, financial outlook and anticipated events or results and may include information regarding its financial position, business strategy, growth strategies, addressable markets, market share, budgets, operations, financial results, taxes, operating environment, business plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, growth, achievements, prospects or opportunities or the markets in which they operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "budget", "estimates", "outlook", "financial outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information may include, among other things, statements regarding the completion of the Proposed Transaction and the Financing, the Listing, the business of the Resulting Issuer and satisfaction of the Escrow Release Conditions. Although the Company believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Company, and its management and board of directors, as of the date hereof, the Proposed Transaction will be completed on terms and timing currently contemplated, all conditions to the completion of the Proposed Transaction will be satisfied or waived and the Agreement will not be terminated prior to the completion of the Proposed Transaction. The Company cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Company, and there is no assurance that they will prove correct. Forward ‐ looking statements also involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward ‐ looking statements. Factors that may cause such differences include, but are not limited to, changes to general economic, market and business conditions; the Company's future financial and operating performance; the ability of the Company to complete the Proposed Transaction; the Company's ability to provide a return on investment; the Company's ability to maintain a strong financial position and manage costs; the ability of the Company to maximize the utilization of its existing assets and investments; and that the completion of the Proposed Transaction and the Financing is subject to the satisfaction or waiver of a number of conditions as set forth in the Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Proposed Transaction. There is a risk that some or all the expected benefits of the Proposed Transaction may fail to materialize or may not occur within the time periods anticipated by the Company. Material risks that could cause actual results to differ from forward ‐ looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the Resulting Issuer; the risk associated with the Company's ability to obtain the approvals required to consummate the Proposed Transaction and the timing of the closing of the Proposed Transaction, including the risk that the conditions to the Proposed Transaction are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the Proposed Transaction is not obtained or is obtained subject to conditions that are not anticipated; the ability to have the Resulting Issuer Shares listed on the TSXV within the timing currently expected; and the diversion of management time on transaction ‐ related issues. Consequently, there can be no assurance that the actual results or developments anticipated by the Company (including the Proposed Transaction and impact or benefits related thereto) will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on the Company, its shareholders, or the future results and performance of the Company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see the Company's financial statements for the quarter ended September 30, 2025 and related MD&A, each available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of the Company at the time the statements are made, and there should be no expectation that these forward looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Company disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.

SOURCE Siu Metals Corp.