Amending Agreement and Letter of Intent

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DEMESNE RESOURCES ANNOUNCES

AMENDING AGREEMENT REGARDING THE STAR MINERAL PROPERTY AND

LETTER OF INTENT TO ACQUIRE IMA MINE TUNGSTEN PROJECT

Vancouver, BC, October 22, 2024 - Demesne Resources Ltd. (CSE:DEME)

(OTCQB:DEMRF) (“Demesne” or the “ Company”) announces, further to its news release of

May 23, 2023, that the Company has entered into an amending agreement dated October 16, 2024

and made effective as of May 4, 2024 (the “Amending Agreement”) amending the consideration

to be paid as stated in the Option Ag reement dated effec tive May 11, 2022 (the “ Option

Agreement”) among the Company, Christopher R. Paul, Michael A. Blady and Oliver J. Friesen

(collectively the “Optionor”) by: (i) extending the period fo r incurring such expenditures from

up to 48 months following the date of listing (the “ Listing Date”) on the Canadian Securities

Exchange (the “ CSE”) to up to 72 months from the Lis ting Date; (ii) reducing the number of

common shares in the capital of the Company (the “ Shares”) to be issued to the Optionor from

1,650,000 Shares to 450,000 Shares; a nd (iii) reducing the cash paym ents to be made to the

Optionor from $75,000 to $60,000.

Pursuant to the terms and conditions of the Option Agreement and for the acquisition by the

Company from the Optionor of a 100% interest in Star Mineral Property, Skeena Mining Division,

British Columbia, Canada (the “ Property”), the Company has al ready incurred $100,000 for

exploration expenditures on the Property, issued 450,000 Shares and paid a total of $30,000 in

cash to the Optionor.

The Company is pleased to also announce that it has entered into a letter of intent (the “ LOI”)

dated October 22, 2024 with IMA-1, LLC (the “ Vendor”), pursuant to which the Company has

been granted an option to acquire from the Vendor (the “ Proposed Transaction ”) a 100%

undivided interest (subject to a 2% royalty) in the IMA Mine Project located in East-Central Idaho,

(the “IMA Property”). Closing of the Proposed Transaction is subject to, amongst other things,

the completion by the Company of a satisfactory due diligence review of the IMA Property, the

negotiation and execution of a definitive agreement, corporate approval by the board of directors

of the Company and the Vendor and the approval of the CSE (collectively, the “ Conditions

Precedent”).

The Proposed Transaction is an arm’s length transaction and shareholder approval for the Proposed

Transaction is not expected to be required by the CSE. Pursuant to the terms of the LOI, and

subject to the parties satisfying the Conditions Precedent, the Company will be granted an option

to acquire a 100% interest in the IMA Property in consideration for cash payments totaling

USD$5,800,000 to be paid in stages over an 8- year period, of which, USD$100,000 is payable

upon closing the Proposed Transaction and an additional USD$150,000 is payable within 12

months of closing. The IMA Property is subject to a 2% Net Smelter Return Royalty (1% of which

can be purchased by the Company for USD$2,000,000 on or before the fourth year).

ABOUT THE IMA PROPERTY

The IMA Property is located in the Lemhi Range, East Central Idaho near Patterson, Idaho. The

Vendor holds the IMA Mine, with 22 patented claims on 395.98 acres. The Vendor also owns

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additional 214.4 acres of patented ground in the IMA Property area outright, in adjacent

Pahsimeroi Valley.

The IMA Property is a fully-permitted, past producing tungsten-molybdenum property that began

as a silver mine in the 1800s, with historical tungsten-molybdenum related exploration and drilling.

Approximately US$15.0 million of capital have been spent over many years to fund and advance

the project by a variety of juni or and senior mining exploration companies (including Inspiration

Development, a subsidiary of Anglo American), with the most recent investments being made in

2008. Between 1934 -1982, the IMA Mine produced 743,069 tonnes of ore and 3,314 tons of old

tailings. From this material was produced 302 ounces of gold, 1,296,358 ounces of silver,

1,813,758 pounds of copper, 2,921,509 pounds of lead, 20,581 pounds of zinc, and 198,333

standard units of WO3 (Tungsten) (1). The IMA Mine is situated close to key infrastructure items

and resources, including paved county roads, tier-1 low-cost power supply, access to water rights,

and a mining-oriented labour force.

(1) Source: “ History of the Ima Mine, Lemhi County, Idaho”, Idaho Geological Survey, Staff Report 99-2,

University of Idaho, August 1999

ABOUT DEMESNE RESOURCES LTD.

Demesne Resources Ltd. is a British Columbia based company involved in the acquisition and

exploration of magnetite mineral properties. The Company's sole property is the Star Project,

consisting of five contiguous mineral titles c overing an area of approximately 4,615.75 hectares

located in the Skeena Mining Division, British Columbia, Canada. The Company has entered into

an option agreement pursuant to which it is entitled to earn an undivided 100% interest in the Star

Project.

ON BEHALF OF THE BOARD OF DIRECTORS:

Murray Nye

CEO

For further information, pleas e contact: Murray Nye, CEO, Email: [email protected];

Phone: (778)706-6104.

The Canadian Securities Exchange does not accept res ponsibility for the adequacy or accuracy of this

release and has neither approved nor disapproved the contents of this press release.

This press release includes "forward-looking informatio n" that is subject to a number of assumptions,

risks and uncertainties, many of which are beyond the control of the Company. Such statements

represent the Company’s current views with respect to future events and are necessarily based upon a

number of assumptions and estimates that, while considered reasonable by the Company, are inherently

subject to significant business, economic, competitive, political and social risks, contingencies and

uncertainties. Many factors, both known and unknown, could cause results, performance, or

achievements to be materially different from the res ults, performance or achievements that are or may

be expressed or implied by such forward-looking statements. The Company does not intend, and does

not assume any obligation, to update these forward-looking statements or information to reflect changes

in assumptions or changes in circumstances or any other events affecting such statements and

information other than as required by applicable laws, rules and regulations.