Gungnir Resources Inc. Announces Proposed Share Consolidation, NAME Change and Other Matters to Be Tabled at Annual General and Special Meeting of Shareholders
News Release GUG: TSXV
ASWRF: OTCPK
GUNGNIR RESOURCES INC. ANNOUNCES
PROPOSED SHARE CONSOLIDATION, NAME CHANGE AND OTHER
MATTERS TO BE TABLED AT ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS
VANCOUVER, British Columbia, May 29, 2026 - Gungnir Resources Inc. (TSXV: GUG;
OTCPK: ASWRF) (the “ Company” or “ Gungnir”) is pleased to announce a proposed
consolidation of its issued and outstanding common shares (the “ Common Shares”) on the
basis of one post-consolidation Common Share for every up to twenty (20) pre-consolidation
Common Shares (the “ Consolidation”) and a concurrent name change to “Three Crowns
Critical Metals Inc.” (the “ Name Change ”). The Consolidation and Name Change, among
other matters as discussed below, are subject to shareholder approval and will be tabled at the
Company’s upcoming annual general and special meeting of shareholders to be held on June
29, 2026 at Suite 404, 1688 152nd Street, Surrey, British Columbia, V4A 4N2 at 10:00 am PST
(the “Meeting”).
Consolidation and Name Change
The Consolidation and Name Change are subject to the approval of the Company’s
shareholders and acceptance by the TSX Venture Exchange (the “TSXV”). If approved by the
Company’s shareholders and accepted by the TSXV, the Consolidation and Name Change are
anticipated to take effect shortly following the Meeting. The Common Shares will continue
trading on the TSXV on a post-Consolidation basis under the trading symbol “TCCM”. The
Company currently has 131,629,786 Common Shares issued and outstanding, which are
anticipated to be consolidated to approximately 6,581,489 Common Shares. The new CUSIP
and ISIN for the Common Shares are anticipated to be 885933101 and CA8859331016,
respectively. The Company believes that it is in the best interests of the Company and its
shareholders to complete the Consolidation and Name Change, which is expected to improve
trade liquidity and increase investor confidence. A higher post-Consolidation price of the
Common Shares could also help generate interest in the Company among new investors.
No fractional Common Shares will be issued as a result of the Consolidation. Any fractional
Common Shares more than one-half resulting from the Consolidation will be rounded up to
the nearest whole Common Share, and any fractional Common Shares less than one-half
resulting from the Consolidation will be rounded down to the nearest whole Common Share.
Proportionate adjustments will be made to the Company’s outstanding stock options and share
purchase warrants.
Corporate Updates
The Company is a “pre-existing company” within the meaning of the Business Corporations Act
(British Columbia) (the “BCBCA”) and wishes to modernize its constating documents to align
News Release GUG: TSXV
ASWRF: OTCPK
them with current corporate practices and the BCBCA. Therefore, at the Meeting, the Company
will seek shareholder approval of (i) the removal of the “pre-existing company provisions” from
the Company’s notice of articles; (ii) the adoption of new articles (the “New Articles”) and the
deletion of the Company’s current articles; (iii) the removal of the special rights or restrictions
attached to the Common Shares; and (iv) the increase of the Company’s authorized share capital
from 500,000,000 Common Shares to an unlimited number of Common Shares (collectively, the
“Corporate Updates”), all as will be more particularly set out in the Company’s notice of
meeting and information circular to be disseminated in connection with the Meeting. The
Corporate Updates have been conditionally approved by the TSXV, however, they remain
subject to final approval.
Omnibus Plan
The Company’s Board of Directors has approved a new omnibus equity incentive plan (the
“Omnibus Plan”), which is intended to replace the Company’s current stock option plan that
was last approved by shareholders at the annual general meeting held on November 15, 2024.
The Omnibus Plan is a “rolling up to 10% and fixed up to 10%” equity incentive plan, as such
term is defined in TSXV Policy 4.4 – Security Based Compensation. The Omnibus Plan allows
the Company to issue up to a maximum of 10% of the issued and outstanding Common Shares
in stock options, and up to an aggregate of 13,162,978 Common Shares issuable pursuant to
performance share units, deferred share units, restricted share units, and other share-based
awards, which number represents a fixed maximum under the Omnibus Plan, to directors,
officers, employees, and consultants of the Company.
At the Meeting, the Company will ask shareholders to approve the adoption of the Omnibus
Plan, in accordance with TSXV requirements. The TSXV has conditionally approved the
Omnibus Plan, however, it remains subject to final approval.
On behalf of the Board
Robert Danard, Interim CEO and Director
For further information contact:
Head Office/Investor Relations
Phone: +1-604-683-0484
Email: [email protected]
About Gungnir Resources
Gungnir Resources Inc. is a Canadian-based junior mineral exploration firm strategically
positioned in the Västerbotten District of northern Sweden, a region historically recognized for its
prolific geological endowment and Tier-1 mining jurisdiction status. The Company’s portfolio is
characterized by a dual-commodity focus, balancing a substantial nickel-copper-cobalt resource
base with high-potential gold exploration targets along the “Gold Line” (Knaften-Barsele Arc).
News Release GUG: TSXV
ASWRF: OTCPK
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 Statements
Certain statements in this news release may constitute “forward-looking information” within the
meaning of applicable securities laws (also known as forward-looking statements). Forward-
looking information involves known and unknown risks, uncertainties and other factors, and may
cause actual results, performance or achievements or industry results, to be materially different
from any future results, performance or achievements or industry results expressed or implied by
such forward-looking information. Forward-looking information generally can be identified by the
use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “feel”,
“intend”, “may”, “plan”, “predict”, “project”, “subject to”, “will”, “would”, and similar terms and
phrases, including references to assumptions. Some of the specific forward-looking information in
this news release includes, but is not limited to, statements with respect to the Meeting and matters
to be tabled at the Meeting for shareholder approval, being the Consolidation, Name Change,
Omnibus Plan and Corporate Updates. Forward-looking information is based on a number of key
expectations and assumptions made by Gungnir, including, without limitation: the Company will
be able to operate its business and operations in accordance with past practice; and general
economic, financial markets, regulatory and political conditions in which the Company operates
will remain the same. Forward-looking information is provided for the purpose of presenting
information about management’s current expectations and plans relating to the future and readers
are cautioned that such statements may not be appropriate for other purposes. Forward-looking
information involves significant risks and uncertainties and should not be read as a guarantee of
future performance or results as actual results may differ materially from those expressed or
implied in such forward-looking information. Those risks and uncertainties include, among other
things, risks related to: no certainty that any economically viable mineral deposit or new targets
will be located on Gungnir’s properties; that Gungnir may not be able to complete its planned work
as anticipated; the impacts of war and/or other international conflicts; ability to access capital
markets and complete successful financings on terms Gungnir determines to be reasonable;
environmental matters; changes in legislation or regulations; receipt of required licences, permits
and approvals; and resource estimates may not be accurate and may differ significantly from actual
mineral resources. Management believes that the expectations reflected in the forward-looking
information contained herein are based upon reasonable assumptions and information currently
available; however, management can give no assurance that actual results will be consistent with
such forward-looking information. The forward-looking information contained this news release
is expressly qualified in its entirety by this cautionary statement. The forward-looking information
is stated as of the date of this news release and Gungnir assumes no obligation to update or revise
such information to reflect new events or circumstances, except as may be required by applicable
law.