SKRR Exploration Inc. Announces Definitive Agreement with X1 Entertainment Group Inc. for the Manson Bay Project, Saskatchewan

SKRR Exploration Inc. Announces Definitive

Agreement with X1 Entertainment Group Inc.

for the Manson Bay Project, Saskatchewan

VANCOUVER, BC

,

Feb. 7, 2024

/CNW/ - SKRR Exploration Inc. (TSXV: SKRR); (FSE:

B04Q) ("

SKRR

" or the "

Company

") is pleased to announce that, further to its news release on

December 4, 2023

, it has entered into a definitive agreement ("

Definitive Agreement

") with X1

Entertainment Group Inc. (CSE: XONE) ("

X1

"), pursuant to which X1 has agreed to acquire a 100%

legal and beneficial interest in SKRR's wholly-owned Manson Bay project (the "

Property

").

The Property consists of thirteen (13) contiguous mineral claims totaling 4,293.213 hectares, located

in the Trans Hudson Corridor in east-central

Saskatchewan

, approximately 40km northwest of the

historic mining center of

Flin Flon

, on the

Manitoba

border.

Transaction Terms

Pursuant to the terms and conditions of the Definitive Agreement, X1 has agreed to acquire (i) 100%

of SKRR's rights, title, and interest in the Property, and (ii) all data and information in the possession

of SKRR with respect to the Property and the activities conducted thereon (the "

Data and

Information

", and together with the Property, the "

Purchased Assets

"). As consideration for the

Purchased Assets, X1 has agreed to issue SKRR 1,000,000 common shares in the capital of X1

(the "

Consideration Shares

"). In addition to a statutory hold period of four months plus one day

from the date of issuance, the Consideration Shares will be subject to contractual resale restrictions

pursuant to which (i) 50% will be released on the date that is four (4) months following the date of

closing (the "

Closing Date

"), (ii) 25% will be released on the date that is six (6) months following the

Closing Date, and (iii) 25% will be released on the date that is eight (8) months following the Closing

Date.

X1's acquisition of the Purchased Assets (the "

Transaction

") is subject to a number of customary

conditions including, but not limited to, meeting all conditions required by the Canadian Securities

Exchange to receive approval of the Transaction for X1, including X1 having sufficient working capital

for 12 months, which will require additional capital raising activities by X1, and the receipt of

approval from X1's shareholders; X1's receipt of a Technical Report prepared in accordance with

National Instrument 43-101

Standards of Disclosure for Mineral Project

; each of X1 and SKRR

performing and complying in all material respects with the terms and conditions of the Definitive

Agreement; and the absence of any material adverse change in respect of the Property. The

Transaction cannot be completed until these conditions have been satisfied or waived. There can be

no guarantees that the Transaction will be completed as contemplated or at all.

About SKRR Exploration Inc.

:

SKRR is a Canadian-based precious and base metal explorer with properties in

British Columbia

and

Saskatchewan

– some of the world's highest ranked mining jurisdictions. The primary exploration

focus is on the Trans-Hudson Corridor in

Saskatchewan

in search of world class precious and base

metal deposits. The Trans-Hudson Orogen – although extremely well known in geological terms has

been significantly under-explored in

Saskatchewan

. SKRR is committed to all stakeholders including

shareholders, all its partners and the environment in which it operates.

ON BEHALF OF THE BOARD

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 or statements" within the meaning of

applicable securities laws, which may include, without limitation, statements that address the terms

and conditions of the Definitive Agreement, the closing of the Transaction and other statements

relating to the technical, financial and business prospects of the Company, its projects and other

matters, and the Company's plans and goals. All statements in this news release, other than

statements of historical facts, that address events or developments that the Company expects to

occur, are forward-looking statements. Although the Company believes the expectations expressed

in such forward-looking statements are based on reasonable assumptions, such statements are not

guarantees of future performance and actual results may differ materially from those in the forward-

looking statements. Such statements and information are based on numerous assumptions regarding

present and future business strategies and the environment in which the Company will operate in the

future, including the price of metals, the ability to achieve its goals, the ability to secure equipment

and personnel to carry out work programs, that general business and economic conditions will not

change in a material adverse manner, that financing will be available if and when needed and on

reasonable terms. Such forward-looking information reflects the Company's views with respect to

future events and is subject to risks, uncertainties and assumptions, including the risks and

uncertainties relating to the interpretation of exploration results, the interpretation of technical and

scientific data, risks related to the inherent uncertainty of exploration and development and cost

estimates and the potential for unexpected costs and expenses and including those filed under the

Company's profile on SEDAR at

www.sedarplus.ca

. There is a possibility that future exploration,

development or mining results will not be consistent with the Company's expectations. Factors that

could cause actual results to differ materially from those in forward looking statements include, but

are not limited to, continued availability of capital and financing and general economic, market or

business conditions, adverse weather or climate conditions, decrease in the price of metals,

equipment failures or failure to obtain the necessary equipment, failure to maintain all necessary

government permits, approvals and authorizations, failure to maintain community acceptance

(including First Nations), increase in costs, litigation, and failure of counterparties to perform their

contractual obligations. The Company does not undertake to update forward–looking statements or

forward–looking information, except as required by law.

SOURCE

SKRR EXPLORATION INC.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/February2024/07/c1008.html

%SEDAR: 00027214E

For further information:

Sherman Dahl, President & CEO, Tel: 250-558-8340

CO: SKRR EXPLORATION INC.

CNW 17:45e 07-FEB-24