Amv Capital Corporation Signs Definitive Agreement to Acquire Key Lake South Uranium Project Pursuant to a Reverse Takeover

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AMV CAPITAL CORPORATION

Suite 200, 551 Howe Street

Vancouver, B.C. V6C 2C2

NEWS RELEASE

FOR IMMEDIATE RELEASE

AMV CAPITAL CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE

KEY LAKE SOUTH URANIUM PROJECT PURSUANT TO A REVERSE TAKEOVER

Vancouver, BC, October 25, 2022 – AMV Capital Corporation (AMV: TSX-V) (“AMV” or the “Company”)

announces that further to its news release dated September 14, 2022, it has now entered into an arm’s

length asset purchase agreement dated October 24, 2022 (the “ Definitive Agreement ”) with

101159623 Saskatchewan Ltd., a private corporation controlled by Dawn Zhou (“SaskCo”), pursuant to

which AMV will acquire a 100% right, title and interest in and to the mineral claims (the “ Claims”) that

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 (the “Exchange”) and is subject to receipt of Exchange acceptance.

For more information on the KLS Project, please refer to the Company’s news release dated

September 14, 2022.

The previously disclosed key terms of the Transaction remain largely unchanged, except for the sizes

of the concurrent financings (the “ Financings”): the size of the non-brokered private placement of

subscription receipts (the “ Subscription Receipts ”) has been reduced to a minimum of 1,111,111

Subscription Receipts to raise gross proceeds of a minimum of $499,999.95 and the size of the non-

brokered flow-through private placement of units (the “ Units”) has been increased to 5,000,000 Units

to raise gross proceeds of a minimum $2,500,000. The net proceeds of the Financings are to be used

to fund a 2022/23 winter drilling exploration program on the KLS Project, for working capital of AMV, as

constituted post-closing (the “Resulting Issuer”) and for general corporate purposes.

As disclosed in the news release, the Transaction will also involve a three-cornered amalgamation (the

“Amalgamation”) pursuant to which a British Columbia company which is a wholly-owned subsidiary of

AMV (“MergeCo”) will amalgamate with a British Columbia company affiliated with SaskCo (“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.

Subject to receipt of regulatory approval, closing of the Transaction and Financings are to occur on or

before December 31, 2022.

As required by the policies of the Exchange, trading of AMV’s common shares will remain halted pending

the satisfaction of the Exchange’s initial filing requi rements in respect of the Transaction and the

Exchange’s initial assessment of the transaction and related matters. Shareholders are advised that

trading may remain halted until the Exchange provides its final acceptance to the Transaction.

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About AMV Capital Corporation

AMV is a mineral exploration company that is primarily engaged in the acquisition and evaluation of

mineral exploration properties. The Company owns the Sage Property, an early-stage mineral

exploration property near Kamloops, British Columbia. AMV’s common shares trade under the symbol

“AMV” on the Exchange.

For more information, please contact:

AMV CAPITAL CORPORATION

Qiang Sean Wang

Chief Executive Officer and Director

Tel: (604) 683-8610

CAUTIONARY STATEMENT

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange

acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction

cannot close until the required shareholder approval is obtained. There can be no assurance that the

transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection

with the Transaction, any information released or received with respect to the Transaction may not be

accurate or complete and should not be relied upon. Trading in the securities of the Company should

be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has

neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

Forward-Looking Information

This news release contains “forward-looking information” (as such term is defined under Canadian

securities laws), which includes a statement regarding the closing of the Definitive Agreement, and

which information reflects the current expectations of management of both AMV and SaskCo. Forward-

looking information involves significant known and unknown risks, uncertainties and assumptions. Many

factors could cause actual results, performance or achievements to be materially different from any

future results, performance or achievements that may be expressed or implied by such forward-looking

information. Should assumptions underlying the forw ard-looking information prove incorrect, actual

results, performance or achievements could vary ma terially from those expressed or implied by the

forward-looking information contained in this release. Although the forward-looking information

contained in this release are based upon what AMV believes to be reasonable assumptions, AMV

cannot assure investors that actual results, performance or achievements will be consistent with the

forward-looking information. The forward-looking information is made as of the date of this release and

AMV assumes no obligation to update or revise them to reflect new events or circumstances, unless

required by applicable law.