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Cartier Resources Closes Offering with Paradigm Capital and Concurrent Offering FOR Aggregate Gross Proceeds of $11,398,596

Financings

PRESS RELEASE

CARTIER RESOURCES CLOSES OFFERING WITH PARADIGM CAPITAL AND

CONCURRENT OFFERING FOR AGGREGATE GROSS PROCEEDS OF $11,398,596

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR

DISSEMINATION IN THE UNITED STATES/

Val-d’Or (Québec), April 23 , 2025 - Cartier Resources Inc. (TSX-V: ECR) ( “Cartier” or the

“Corporation”) is pleased to announce that it has closed its previously announced private

placement with Paradigm Capital Inc. (the “Agent”) for aggregate gross proceeds of

$8,395,176.11 (the “Offering”) through a combination of: (i) 27,473,627 units of the Corporation

issued on a charitable flow-through basis qualifying as “flow-through shares” (within the meaning

of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act

(Québec)) (the “Premium FT Units ”) at $ 0.182 per Premium FT Unit for gross proceeds of

$5,000,200.11; and (ii) 26,115,200 units of the Corporation (the “Hard Dollar Units ”) issued at

$0.13 per Hard Dollar Unit for gross proceeds of $3,394,976.

Each Premium FT Unit consist s of one common share in the capital of the Corporation (each a

“Common Share”) and one common share purchase warrant (each a “Premium FT Warrant”),

and each such Common Share and Premium FT Warrant qualif ies as a “flow-through share ”

(within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of

the Taxation Act (Québec)).

Each Hard Dollar Unit consists of one Common Share of the Corporation and one common share

purchase warrant (each a “Hard Dollar Warrant ”), and for certainty, each Common Share and

Hard Dollar Warrant does not qualify as a “flow-through share” .

Each Premium FT Warrant and Hard Dollar Warrant entitles the holder thereof to acquire one

Common Share of the Corporation (each a “Warrant Share”) on a non-flow-through basis at an

exercise price of $0.18 until April 23, 2030. The expiry of both the Premium FT Warrants and the

Hard Dollar Warrants may be accelerated by the Corporation if the daily volume-weighted average

trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) exceeds $0.18

for a period of twenty (20) consecutive trading days, at any time during the period beginning on

April 23, 2028 and ending on April 23, 2030 (the “Acceleration Trigger ”). Following an

Acceleration Trigger, the Corporation may give notice in writing (the “Acceleration Notice”) to

the holders of the Premium FT Warrants and the Hard Dollar Warrants that such warrants will

expire thirty (30) days following the date on which the Acceleration Notice is given.

In addition, in connection with Agnico Eagle Mines Limited’s (“Agnico Eagle”) right to participate

in certain equity offerings by the Corporation under an amended and restated investor rights

agreement dated March 20, 2025, Agnico Eagle participated in a concurrent non-brokered private

placement pursuant to which it purchased 23,103,226 units of the Corporation (the “Units”) at

$0.13 per Unit for additional gross proceeds $ 3,003,419.38 (the “Concurrent Offering”). Each

Unit consists of one Common Share and one Hard Dollar Warrant, which for certainty do not

qualify as a “flow-through share”.

The Corporation intends to use the proceeds arising from the Premium FT Units to incur eligible

“Canadian exploration expenses ” that qualify as “flow-through mining expenditures ” (as both

terms are defined in the Income Tax Act (Canada)) (the “Qualifying Expenditures”) related to

the projects of the Corporation in Québec. The Qualifying Expenditures will be renounced in

favour of the subscribers of the Premium FT Units with an effective date no later than December

31, 2025 and in an aggregate amount of not less than the total amount of the gross proceeds

raised from the issuance of the Premium FT Units. The gross proceeds from the Concurrent

Offering will be used for exploration purposes, including a 100,000-metre diamond drill program

on the Cadillac project, as well as for general and working capital purposes.

The Concurrent Offering constitutes a “related party transaction ” as defined under Multilateral

Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”),

due to the fact Agnico Eagle ha d, prior to the Concurrent Offering, beneficial ownership of, or

control or direction over, securities of the Corporation carrying more than 10% of the voting rights

attached to all the outstanding voting securities of the Corporation. The Corporation is relying on

Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement under MI 61-

101, as the Corporation is not listed on specified markets. The Corporation is relying upon the

exemptions from the minority shareholder approval requirements pursuant to Section 5.7(1)(a) of

MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair

market value of the consideration for, the transaction insofar as it involves interested parties

(within the meaning of MI 61-101) in the Offering and/or the Concurrent Offering exceeds 25% of

the Corporation ’s market capitalization calculated in accordance with MI 61 -101. No formal

valuation or other prior valuation has been prepared in respect of the Corporation. A material

change report will be filed by the Corporation less than 21 days in advance of the closing date of

the Concurrent Offering as the final details thereof were not settled until shortly prior to the closing

of the Concurrent Offering and the Corporation wishe d to close the Offering a nd Concurrent

Offering in a timely manner for sound business reasons.

On closing of the Offering and Concurrent Offering, Agnico Eagle beneficially owned, or exercised

control and direction over, an aggregate of 120,126,170 Common Shares and 30,103,226

common share purchase warrants , representing approximately 2 7.22% of the issued and

outstanding Common Shares on a n undiluted basis and 31.87% of the issued and outstanding

Common Shares on a partially-diluted basis.

In consideration of the services rendered by the Agent in connection with the Offering, the

Company paid the Agent a cash commission of $503,710.57 (representing 6.0% of the aggregate

gross proceeds arising from the Offering) and issued 2,143 553 non-transferable compensation

options (representing 4% of the total number of shares issued under the Offering ) each

exercisable for one (1) Common Share at a price of $0.13 until April 23, 2027.

The securities issued under the Offering and Concurrent Offering are subject to a statutory four

month and one day hold period under applicable Canadian securities laws expiring on August 24,

2025. The Offering and Concurrent Offering are subject to the final acceptance of the TSXV.

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 state in which such offer, solicitation or sale would

be unlawful. The securities 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 U.S. state securities laws,

and may not be offered or sold to, or for the account or benefit of, persons in the “United States”

or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent

registration under the U.S. Securities Act and all applicable U.S. state securities laws , or in

compliance with an exemption therefrom.

About Cartier Resources Inc.

Cartier Resources Inc., founded in 2006, is an exploration company based in Val -d’Or. The

Corporation’s projects are all located in Québec, which consistently ranks among the world ’s top

mining jurisdictions. Cartier is advancing the development of its flagship Cadillac project,

consisting of the Chimo Mine and East Cadillac properties, and its other projects.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of the applicable

Canadian securities legislation that is based on expectations, estimates, projections, and

interpretations as at the date of this news release. Any statement that involves discussions with

respect to predictions, expec tations, interpretations, beliefs, plans, projections, objectives,

assumptions, future events or performance including in respect of the use of proceeds arising

from the Offering and the Concurrent Of fering and the tax treatment of the flow through shares

(often but not always using phrases such as “expects” or “does not expect ”, “is expected ”,

“interpreted”, “management’s view ”, “anticipates” or “does not anticipate ”, “plans”, “budget”,

“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and

phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will”

be taken to occur or be achieved) are not statements of historical fact and may be forward-looking

information and are intended to identify forward -looking information. This forward -looking

information is based on reasonable assumptions and estimates of m anagement of the

Corporation, at the time it was made, involves known and unknown risks, uncertainties and other

factors which may cause the actual results, performance or achievements of the Corporation to

be materially different from any future results, performance or achievements expressed or implied

by such forward -looking information. Although the forward -looking information contained in this

news release is based upon what management believes, or believed at the time, to be reasonable

assumptions, the parties cannot assure shareholders and prospective purchasers of securities

that actual results will be consistent with such forward-looking information, as there may be other

factors that cause results not to be as anticipated, estimated or intended, and neither the

Corporation nor any other person assumes responsibility for the accuracy and completeness of

any such forwa rd-looking information. The Corporation does not undertake, and assumes no

obligation, to update or revise any such forward-looking statements or forward-looking information

contained herein to reflect new events or circumstances, except as may be required by law.

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 news release. No stock exchange, securities commission or

other regulatory authority has approved or disapproved the information contained herein.

For more information, contact:

Philippe Cloutier, P. Geo.

President and CEO

Phone: 819-856-0512

Email: [email protected]

www.ressourcescartier.com