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Nations Royalty Closes $10 Million Offering and Appoints Directors and Officers

Press Release

April 11, 2024, Vancouver, and Gitlaxt’aamiks BC: Vega Mining Inc. (“Vega” or the “Company”) is pleased to announce that on April 9, 2024, it closed its previously announced private placement offering (the “Offering”) through its wholly-owned subsidiary, 1445146 B.C. Ltd. (“Subco”), of 11,111,112 subscription receipts of Subco (each, a “Subscription Receipt”) at a price of $0.90 per Subscription Receipt for gross proceeds of $10,000,000.

The Nisga’a Nation and the Company are also pleased to announce that Nisga’a Lisims Government Executive have approved the appointment of directors to the board of directors (the “Board”) of the Resulting Issuer (as defined below) upon closing of the Transaction (as defined below). The appointees are Nisga’a citizens Collier Azak, Edward Clayton, and Debra Febril, as well as Interim Chief Executive Officer Robert McLeod and Saga Williams, a lawyer and experienced public company director.

Additionally, Vega has appointed officers and key management to the Company. These include Nisga’a citizens Tony Robinson as Chief Financial Officer and Stephanie Azak as Corporate Secretary. Additionally, Robert McLeod has been appointed as Interim Chief Executive Officer, Ryan Weymark (P.Eng) as Interim Chief Investment Officer, and Derek Teevan as Interim Vice President Partnerships.

The Company’s vision is to unite First Nations and Indigenous groups across Canada, welcoming external investors to join the Company as shareholders. Together, they will combine royalties, income and commodity streams and annual benefit payment entitlements from mining projects, tapping into the growth, diversification and value potential typical of publicly traded royalty companies. As a leader in the spirit of economic reconciliation, Nations Royalty’s (as defined below) mission includes capacity building of Indigenous People in public companies and capital markets.

Eva Clayton, President of Nisga’a Lisims Government, stated: “Collier, Debra and Edward are accomplished Nisga’a citizens with experience and expertise in mining benefit agreement negotiation, administration, finance, accounting and law. Our Executive looks forward to their leadership on the Board for Nations Royalty. Additionally, we are assembling an industry leading team of officers, employees, advisors and consultants to manage and grow the Company through partnership and royalty transactions with other First Nations and Indigenous Groups.”

Frank Giustra, Strategic Advisor to Nations Royalty, stated: “As part of our vision of capacity building for First Nations people, we are honoured to welcome Stephanie and Tony as Officers of Nations Royalty. They will work with highly experienced administrators of public companies, including my partner Gordon Keep, a long-term advisor to the TSX Venture Exchange, who has listed and advised many highly successful companies for over four decades. They will be vital members of our Nations Royalty team as we launch Canada’s largest majority Indigenous-owned public company, poised to be a significant player in the mining royalty sector.”

The Offering

The Subscription Receipts were created and issued pursuant to, and are governed by, the terms and conditions of a subscription receipt agreement dated April 9, 2024 (the “Subscription Receipt Agreement”) among Subco, Canaccord Genuity Corp. (“Canaccord”), Beacon Securities Limited (“Beacon”, together, with Canaccord, the “Agents”), and Odyssey Trust Company in its capacity as subscription receipt agent and escrow agent (the “Subscription Receipt Agent”). Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering have been placed into escrow (the “Escrowed Funds”) with the Subscription Receipt Agent and will be released from escrow upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions”) in relation to the Transaction and the Amalgamation (as defined below).

The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by Vega, Subco, Nations Acquisitions Corp. (“Nationsco”), and the Agents. As consideration for services provided in connection with the Offering, Subco will pay a cash commission in an amount equal to 6% of the aggregate gross proceeds of the Offering, except with respect to subscribers on the “president’s list” of the Company for which a cash commission equal to 2% will be paid, which will be paid to the Agents out of the Escrowed Funds upon satisfaction of the Escrow Release Conditions.

As set out in its press release of February 1, 2024, Nationsco will acquire from the Nisga’a Nation the rights to five annual benefit payment entitlements (the “Royalties”) in Benefit Agreements the Nisga’a Nation has in place in respect of mines and projects within the Golden Triangle Area located in northwest British Columbia, in exchange for common shares in the capital of Vega (the “Transaction”). Pursuant to a “three cornered amalgamation”, to be completed in accordance with the terms of the amalgamation agreement among Vega, Subco, Nationsco, and the Nisga’a Nation, dated February 1, 2024 (the “Amalgamation Agreement”), Subco will amalgamate with Nationsco under section 269 of the Business Corporations Act (British Columbia) (the “Amalgamation”).Upon completion of the Amalgamation, Vega will be majority owned by the Nisga’a Nation and will be renamed “Nations Royalty Corp.” (“Nations Royalty” or the “Resulting Issuer”), or such other name as may be determined.

Each Subscription Receipt entitles the holder thereof to receive, upon automatic exchange in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further action on the part of the holder thereof, one common share of Subco (each, an “Underlying Share”), upon satisfaction or waiver of the Escrow Release Conditions at or before the escrow release deadline, and provided that the Transaction and Amalgamation have not otherwise been terminated. Pursuant to the Amalgamation, each Underlying Share will then be exchanged for one common share in the capital of the Resulting Issuer (each, a “Resulting Issuer Share”).

The Resulting Issuer intends to use the net proceeds from the Offering for acquisitions of royalties, income and commodity streams, annual benefit payments and similar interest, and for working capital purposes.

The securities distributed pursuant to the Offering have not and will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States unless the securities have been registered under the U.S. Securities Act of 1933 and any applicable state securities laws, or in compliance with the requirements of an exemption therefrom.

The Company also announces it has entered into an agreement with Triomphe Holdings Ltd. DBA Capital Analytica (“Capital Analytica”) of Nanaimo, British Columbia, a company wholly-owned by Jeffrey French, to assist with the Company’s Investor Relations activities (the “Agreement”). Under the terms of the Agreement, Capital Analytica will be paid $120,000 over a period of 6 months, paid in equal installments commencing May 1st, 2024, with the option to renew for an additional 6-month term at a rate of $10,000 per month, plus applicable taxes. Capital Analytica has agreed to comply with all applicable securities laws in providing its services.

Immediately after the closing of the Offering, Mr. French owns, directly and indirectly, or exercises control over 133,333 Underlying Shares, representing 0.004% of the issued and outstanding common shares of Vega.

Directors and Management

It is the goal of Nations Royalty to be managed and run by Indigenous People. Upon the completion of the Transaction, Nations Royalty’s management team will be comprised of individuals possessing extensive expertise in Indigenous engagement, benefit agreement negotiations, finance, technical due diligence, and marketing, with a strong emphasis on Indigenous leadership at the forefront. The Board will be comprised of the Nisga’a-appointed director candidates, previously announced director Alex Morrison as well as newly appointed director Saga Williams. Mr. Matthew Coon Come regrettably had to withdraw his previously announced appointment.

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