EDM ANNOUNCES CLOSING OF SECOND TRANCHE OF ITS UPSIZED NON-BROKERED PRIVATE PLACEMENT

Halifax, Nova Scotia, November 28, 2024 – EDM Resources Inc. (TSX-V: EDM) (“EDM” or the “Company”) is pleased to announce the closing of the second tranche of its previously announced non-brokered private placement financing, raising additional aggregate gross proceeds of C$913,440 (the “Offering”). Together, the aggregate gross proceeds of the first and second tranches of the Offering total C$1,691,145.

The President and CEO, Mr. Mark Haywood, stated:

“EDM is pleased to announce the closing of the second tranche of our financing. The Company will be updating the market next week on our exciting progress as we advance the Scotia Mine’s start-up permits and complete all other necessary steps for our planned production commencement in 2026.”

The second tranche closing involved the issuance of 8,304,001 Units at a price of C$0.11 per Unit for gross proceeds of C$913,440. Each Unit consists of one common share of the Company (each, a “Share”) and one share purchase warrant (a “Warrant”), entitling the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$0.14 for each Warrant Share, until October 29, 2027. The Company may accelerate the expiry of the Warrants if, during their exercise period, the Common Shares trade at or above a volume-weighted average trading price of C$0.30 per Common Share for 10 consecutive trading days.

The Company will use the net proceeds from the Offering for environmental work at its wholly owned Scotia Mine, located 60 km north of Halifax (the “Scotia Mine”), and for general working capital purposes.

Certain directors, officers, and other insiders of the Company (collectively the “Insiders”) have acquired a total of 3,524,091 Units in the Offering. The participation of Insiders constitutes a “related party transaction,” as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and Companion (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

In connection with the Offering, the Company has paid C$15,161.30 in cash compensation and issued 137,830 broker warrants (the “Broker Warrants”) to eligible brokers for their assistance with the Offering. Each Broker Warrant is exercisable for one common share of the Company until November 29, 2027, at a price of C$0.14. The Broker Warrants have the same acceleration condition as the Warrants.

The Shares, the Warrants, any Warrant Shares, the Broker Warrants, and any common shares issued upon the exercise of the Broker Warrants are subject to a four-month resale hold period ending on March 29, 2024.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. 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 state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.