Canuc Resources Corp. and Macdonald Mines Exploration Inc. Provide Time Sensitive and Critical Supplemental Information to Special Meeting Information Circular Regarding Proposed Acquisition Transaction
www.canucresources.ca
FOR IMMEDIATE RELEASE TSX-V: CDA | CNUCF | WKN: A14 ZX4
March 26, 2025 Shares Outstanding: 160,006,150
ISIN: CA1389093040
Canuc Resources Corp. and Macdonald Mines Exploration Inc. Provide Time Sensitive
and Critical Supplemental Information to Special Meeting Information Circular
Regarding Proposed Acquisition Transaction
Canuc Resources Corporation (“ Canuc”) (TSX -V: CDA) (OTCQB: CNUCF) and Macdonald
Mines Exploration Inc. (“Macdonald Mines” or the “Company”) (TSX-V: BMK) (OTC PINK:
MCDMF) would like to update shareholders (“Shareholders”) of Macdonald Mines and provide
certain supplemental information with respect to the previously announced transaction with Canuc
(see press releases of December 3, 2024 and February 13, 2025).
The Meeting
The special meeting of Company Shareholders (the “Meeting”) is scheduled to be held on March
31, 2025 at 10am (Vancouver time) to approve a statutory arrangement (“ Arrangement”) under
section 192 of the Business Corporations Act (Canada) which involves, among other things, the
indirect acquisition by Canuc of all of the common shares of the Company (the “Transaction”).
Due to the additional information provided by the Company in this news release, the
Company will accept proxies up to 8 AM (Vancouver time) on March 31, 2025, or any
adjournment or postponement of the Meeting.
A shareholder that has already given a proxy may revoke it at any time before the proxy is
exercised by following the steps detailed in the Company’s management information circular dated
February 19, 2025 (“Circular”). All other details of the Meeting and the Arrangement are as set
forth in the Circular, available under the Company’s SEDAR+ profile.
Supplemental Information Regarding Macdonald Mines
The Circular provides disclosure regarding the consulting agreement between Macdonald Mines
and its CFO, Fiona Fitzmaurice. Macdonald Mines wishes to clarify that, pursuant to that
agreement, Ms. Fitzmaurice is entitled to termination pay in an amount of $120,000 only if her
position as CFO is terminated upon a “change of control” transaction having been completed, and
that Ms. Fitzmaurice is not already entitled to such payment. Macdonald Mines also wishes to
clarify that all stock options granted to Ms. Fitzmaurice have already vested to her.
As such, Macdonald Mines confirms that there is no “collateral benefit”, as such term is defined
under Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”) that will be provided to Ms. Fitzmaurice or any other “related party”,
as such term is defined in MI 61-101, of Macdonald Mines under or as a result of the Arrangement.
The Arrangement is not a “business combination” for the purposes of MI 61-101.
www.canucresources.ca
Separately, Macdonald Mines wishes to confirm that, as set out in the Circular, the 2,305,000
common shares held by companies controlled by Chris Berlet, CEO and a director of Canuc, will
be excluded from all voting tallies at the Meeting, in keeping with internal corporate governance
objectives.
Macdonald Mines also wishes to provide additional background information regarding the
Arrangement:
• The Company first met Chris Berlet, CEO and a director of Canuc, in years previous, as Mr.
Berlet provided consulting and technical services with respect to tailings on a portion of the
Company’s SPJ Property. The Company entered into a tailings recover y and net smelter
returns (NSR) royalty agreement with a private company of which Mr. Berlet is a principal,
pursuant to which the Company holds a 4.0% NSR;
• In 2023 and 2024, the Company attempted to secure private placement financing on numerous
occasions, but without any success;
• In 2024, the Company entered negotiations with an arm’s length party to discuss funding
opportunities. The negotiations did not materialize into any formal offers, particularly as the
Company was also addressing issues in its prior technical disclosures occurring between
November 27, 2018 and February 11, 2021, during the tenure of Quinton Yarie as CEO (see
the Company’s news releases dated May 24, 2024, May 31, 2024, and its MD&A dated
November 25, 2024 with respect to its September 30, 2024 interim financial statements, all of
which are available under its profile on SEDAR+);
• In the summer of 2024, Mr. Berlet, as a representative of Canuc, met with representatives of
the Company to discuss potential business dealings. At the time, the Company was facing
serious financial difficulties, both with property maintenance costs and w ith other mounting
indebtedness, and the Company had limited options, if any, as to securing additional financing
required to maintain its SPJ Property in good standing;
• As a result of those discussions, the Company and Canuc entered into a non -binding letter of
intent with respect to the Arrangement on December 3, 2024 (see the Company’s news release
dated December 3, 2024). Management of the Company was, and remains, of the opinion that
the Arrangement terms represent a considerably high and fair value, relative to the Company’s
financial position and outlook at the time (and at present). The offer was reviewed by all
members of the Company’s board, all being at arm’s length to Canuc;
• In December 2024, Mr. Berlet also participated in the Company’s private placement,
providing the Company with enough funds to keep the SPJ Property from lapsing, and to fund
the Company’s work programs; and
• The Arrangement Agreement was entered and dated effective February 4, 2025, and
announced on February 13, 2024.
www.canucresources.ca
Supplemental Information Regarding Canuc
The Company directs Shareholders to refer to the Company’s profile on SEDAR+ for recently
uploaded continuous disclosure documents of Canuc intended to supplement the disclosure set out
in the Circular. Canuc disclosure documents re -filed under the Company’s SEDAR+ profile are
now incorporated by reference in the Circular.
Specifically, the Company directs Shareholders to the following Canuc continuous disclosure
documents now filed under the Company’s SEDAR+ profile:
1. Early Warning Report dated April 27, 2023
2. Audited Annual Financial Statements for the years ended December 31, 2023 and 2022
3. Annual MD&A for the years ended December 31, 2023 and 2022
4. Interim Financial Statements for the period ended September 30, 2024
5. Interim MD&A for the period ended September 30, 2024
6. News Releases dated December 3, 2024, February 13, 2025 and March 7, 2025
7. Management Information Circular dated February 5, 2024 in respect of Canuc
Shareholders meeting held on March 28, 2024
8. NI 43-101 Technical Report dated August 17, 2016, filed on SEDAR+ November 24, 2016
In addition to the Canuc disclosure documents, the Company provides Shareholders with the
information provided in Schedule A regarding Canuc, which is intended to supplement disclosure
in Canuc’s Management’s Discussion and Analysis (“MD&A”) dated April 29, 2024 in respect of
Canuc’s year ended December 31, 2023 , and Canuc’s interim MD&A dated November 29, 2024
in respect of the interim period September 30, 2024.
Canuc’s Business
Canuc is entering the second quarter of 2025 with modest revenue from gas production, and a
significant reduction in operating expenses. The Company continues to preserve capital while
strategically advancing exploration at its flagship San Javier silver-gold-copper project in Mexico.
While Canuc has not yet defined a mineral resource and is not generating revenue from its mining
operations, several promising breccia and stockwork zones have been identified at surface,
particularly in the northeastern claims and the El Tule area. These targets remain the focus of
ongoing and recent geological work, mapping and sampling and are the locations planned for
future drilling. Canuc plans to advance its exploration efforts at the San Javier Project in Sonora,
Mexico, through a staged program of continued surface mapping, channel sampling, and
geochemical analysis, with the goal of refining drill targets in the El Tule and Carranza zones.
Subject to financing, Canuc anticipates initiating a focused diamond drilling campaign in late 2025
or early 2026 to test priority breccia structures identified in recent fieldwork. The estimated cost
of this next exploration phase is expected to range between $250,000 and $500,000, depending on
the scope and depth of drilling. These activities are designed to move the project toward a maiden
NI 43-101 resource estimate, representing a key milestone in Canuc’s strategic advancement.
www.canucresources.ca
Canuc Private Placement
As a condition of the proposed Transaction, Canuc is required to complete a private placement
financing of a minimum of $500,000. Currently, Canuc expects to close on or before the closing
of the Transaction, of units (“Units”) consisting of one share of Canuc and one half of one common
share purchase warrant. The Units are priced at $0.10 per Unit. Each whole warrant exercisable to
acquire one common share of Canuc at $0.15 per share for a period of two (2) years. Canuc
anticipates minimum private placement of $2,200,000 and maximum $3,200,000.
About MacDonald Mines Exploration Ltd.
MacDonald Mines is a Canadian exploration company focused on exploring for critical and
precious metals in a metasomatic iron alkali -calcic (MIAC) mineral system on its 100% -owned,
19,720 ha (197.2 km2) SPJ Project. MIAC systems are known for hosting IOCG and affiliated
deposits. The property is located 20km southeast of the prolific Sudbury Mining Camp in Northern
Ontario. The Company’s primary exploration focus are the polymetallic and iron-poor to possibly
iron-rich Ag -AuCu-Co showings and prospects alon g the McLaren Lake Fault System that
includes the Alwyn CuAu-(Ag-Co) trend and the Ashigami Co-Cu-Au showings, and the iron-rich
to iron-poor Glade Au trend recognized to host Au mineralization comparable to the Scadding
deposit. In addition, a potential f or nickel, cobalt, copper, and platinum group elements in the
Nipissing intrusions that are hosting the Candore, Jerome and Glade showings within the SPJ
Project.
About Canuc Resources Corporation
Founded in 1952, Canuc Resources Corporation is a junior resource company focusing on the San
Javier Silver-Gold Project in Sonora State, Mexico. The San Javier Silver-Gold Project evidences
silver, gold and copper mineralization interpreted to be related to a mineral system that can form
silver dominant IOCG and affiliated deposits. The Company also generates cash flow from natural
gas production at its MidTex Energy Project located in Central West Texas, USA where Canuc has
an interest in eight (8) producing natural gas wells and has rights for further in field developments.
For further information please contact:
Canuc Resources Corporation
Chris Berlet: (416) 525 – 6869
Forward Looking Information
www.canucresources.ca
This news release contains forward -looking information. All information, other than information of historical fact,
constitute “forward -looking statements” and includes any information that addresses activities, events or
developments that each of Canuc and/or MacDonald Mines (collectively, the “Corporations”) believes, expects or
anticipates will or may occur in the future including the Corporations respective strategy, plans or future financial or
operating performance, and including statements regarding the completion of or the benefits of the Transaction and
the Arrangement.
When used in this news release, the words “estimate”, “project”, “anticipate”, “expect”, “intend”, “believe”,
“hope”, “may” and similar expressions, as well as “will”, “shall” and other indications of future tense, are intended
to identify forward-looking information. The forward-looking information is based on current expectations and applies
only as of the date on which they were made. The factors that could cause actual results to differ materially from those
indicated in such forward -looking information include. Factors such as uncertainties regarding government
regulations could also affect the results. Other risks may be set out in the Corporations respective annual financial
statements, MD&A and other publicly filed documents.
The Corporations caution that there can be no assurance that forward-looking information will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such information. There is
Accordingly, investors should not place undue reliance on forward -looking information. Except as required by law,
the Corporation s do not assume any obligation to release publicly any revisions to forward -looking information
contained in this press release to reflect events or circumstances after the date hereof.
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 news release.
SCHEDULE “A”
SUPPLEMENTAL INFORMATION REGARDING CANUC RESOURCES
www.canucresources.ca
CORPORATION MD&A FOR PERIOD ENDED SEPTEMBER 30, 2025
Overall Performance
Financial Performance
For the nine -month period ended September 30, 2024, Canuc Resources Corporation (“the
Corporation”) reported a net loss of $742,182, or $0.01 per share (basic and diluted), compared to
a net loss of $2,027,129, or $0.01 per share, for the same period in 20 23. The improved bottom
line in 2024 reflects the Corporation’s efforts to reduce discretionary spending and manage
operating costs effectively while continuing to support key exploration initiatives.
Operating expenditures for the period totaled $739,163, down from $2,053,628 in the comparative
2023 period. The decrease in general and administrative spending indicates an organizational shift
toward capital preservation and operational efficiency.
The Corporation’s exploration and evaluation expenses at the San Javier Project also declined to
$185,538 during the period, compared to $446,364 in the previous year. This decline reflects a
more targeted approach to geological mapping, drilling, and sampling in newly acquired zones like
El Tule, while deferring more capital-intensive activities such as large-scale drilling programs
Financial Condition
As at September 30, 2024, the Corporation maintained a cash balance of $119,128, down from
$964,371 a year earlier. The decline reflects the use of working capital for exploration activities,
corporate overheads, and maintenance of the natural gas assets in Texas.
The Corporation’s total assets stood at $766,429, a decrease from $2,982,302 as at September 30,
2023. The reduction in assets was driven by lower cash balances, reduced receivables, and the full
impairment of the MidTex oil and gas properties, reflecting management’s conservative
assessment of their future economic value.
Despite this, the Corporation retained a positive working capital position of $678,526, though
reduced from $1,178,500 in 2023. This reflects prudent financial management, including the
reduction of current liabilities to $87,903, down from $314,926 in the previous year.
The Corporation has no long-term debt and no interest-bearing obligations, preserving flexibility
and reducing financial risk.
Revenue Comparison – 2022, 2023, and 2024 YTD
www.canucresources.ca
Period Total Revenue
from Natural
Gas and Oil
Commentary
FY 2022 $299,671 Revenue benefited from elevated natural gas
prices following global energy disruptions.
Production remained stable from existing
wells.
FY 2023 $162,585 A notable decrease driven by unstained
pricing levels through Q1–Q3 and modest
decreases in gas sales volumes throughout
the year.
9 Months Ended Sept 30, 2024 $59,840 Revenue declined due to weaker natural gas
prices and production declines. All assets
remain fully impaired.
The first three quarters of 2024 show a large decline compared to the same period in 2023. The
weakening commodity price environment and lack of reinvestment into the gas field (e.g.,
recompletion or new drilling) have directly impacted cash flows.
Asset Status and Outlook
As of September 30, 2024, the Corporation’s gas assets continue to generate positive cash flow,
but management has maintained a full impairment of their carrying value on the balance sheet.
This reflects prudent accounting treatment in light of:
• Pricing volatility in natural gas markets,
• The uncertainty of future engineering-led rework programs,
• And the lack of immediate capital investment plans.
The wells currently produce from the lowest of three known productive formations. Should future
economic conditions justify investment, the Corporation may explore recompletion into higher
formations (Caddo Limestone and Strawn Sand), potentially increasing production and extending
well life.
However, any such activities will require:
• A favorable pricing environment,
• Independent reservoir engineering assessments, and
• Access to capital.
The natural gas segment continues to play a supporting role in Canuc’s business model, offering
modest revenue to supplement exploration efforts. While revenues in 2022 and 2023 benefited
from stronger commodity pricing, 2024 year -to-date results highlight the segment’s exposure to
pricing pressures and production decline.
www.canucresources.ca
While the asset remains a non-core component relative to the San Javier mineral exploration focus,
it offers latent value that could be unlocked through future engineering work, contingent on
improved market conditions and capital availability.
Discussion of Key Metrics
a. Revenue
Revenue decreased significantly from $299,671 in FY 2022 to $162,585 in FY 2023, largely due
to reduced natural gas prices and unstable production from the Midtex assets in Texas. Revenue
for the nine-month period in 2024 declined to $59,840, reflecting re duced gas prices and natural
production decline without new investment in field operations.
b. Net Income / Loss
The Corporation reported a net loss of $1,740,169 in FY 2022, which did not significantly to a net
loss of $1,753,039 in FY 2023. For the first nine months of 2024, the Corporation recorded a net
loss of $742,182, This improvement was driven by reduced general and administrative expenses,
lower promotional and travel costs, and operational efficiency.
c. Earnings (Loss) per Share
Earnings per share remained consistent across all periods at $(0.01), reflecting the Corporation’s
pre-revenue exploration status and stable weighted average share count.
d. Total Assets
Total assets grew substantially in FY 2023 to $1.53 million, driven by capital raised through private
placements and the temporary increase in cash balances. However, assets declined to $766,429 as
of September 30, 2024, as a result of cash usage for explo ration activities and operational costs,
alongside the continued impairment of oil and gas assets.
e. Total Liabilities
Liabilities decreased steadily from $667,474 in FY 2022 to $230,663 in FY 2023, before dropping
significantly to $166,440 by Q3 2024. The reduction reflects prudent cost management and the
timely settlement of accounts payable and accruals, leaving the Corporation with minimal financial
obligations.
f. Dividends
The Corporation has not declared or paid any dividends during the periods under review, consistent
with its strategy to reinvest available capital into exploration and asset development. As a junior
exploration company, Canuc is not expected to pay dividen ds until it achieves commercial
production or secures recurring cash flow from mineral development.