TORINO METALS (CANADA) CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH ARTRARI ONE CAPITAL CORP. AND CONCURRENT FINANCING

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 3, 2025 /CNW/ - Torino Metals (Canada) Corp. ("Torino Metals" or the "Company") is pleased to announce that it has entered into a binding letter of intent ("LOI") with Artrari One Capital Corp. (TSXV: AOCC.P) ("Artrari"), a "capital pool company" under TSX Venture Exchange Policy 2.4, pursuant to which the parties intend to complete a business combination through a series of transactions (the "Transaction") which will constitute Artrari's "qualifying transaction" under the policies of the TSX Venture Exchange (the "TSXV"). In connection with the Transaction, the resulting issuer (the "Resulting Issuer") intends to seek the listing of its common shares on the TSXV under the name "Torino Metals Corp."

Transaction Highlights

• Transaction Structure: Torino Metals and Artrari executed a binding LOI dated November 2, 2025, outlining key terms for a reverse–takeover/three–cornered amalgamation resulting in the listing of the Resulting Issuer on the TSXV following closing, subject to customary approvals.
• Concurrent Offering: prior to closing, Torino Metals intends to complete a private placement (the "Concurrent Offering") of subscription receipts and units to raise gross proceeds of up to C$8,000,000. Securities issued under the Concurrent Offering will be exchanged 1:1 for equivalent securities in the Resulting Issuer on the closing of the Transaction.
• Pre–closing Artrari share adjustments: (i) a consolidation of Artrari's issued and outstanding common shares to result in 8,000,000 post–consolidation common shares immediately prior to the completion of the Transaction.
• Consideration to Torino Metals shareholders: on closing, Artrari will issue an aggregate of 60,000,000 post–consolidation common shares of the Resulting Issuer (the "Resulting Issuer Shares") to holders of common shares of Torino Metals (excluding Concurrent Offering securities) on a pro rata basis, resulting in Torino Metals becoming a wholly-owned subsidiary of the Resulting Issuer.
• Governance: on completion, the board and management of the Resulting Issuer will be reconstituted with nominees of Torino Metals, subject to TSXV and regulatory approvals.

Concurrent Offering

The Company has appointed Canaccord Genuity Corp. and Red Cloud Securities Inc. (the "Co-Lead Agents") to assist in connection with the Concurrent Offering. The Concurrent Offering is anticipated to consist of subscription receipts and units of Torino Metals (the "Units") at a price of C$0.20 per Unit (the "Offering Price") to raise gross proceeds of up to C$8,000,000. Each Unit will consist of one common share of Torino Metals (each, a "Torino Metals Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable into one Torino Metals Share for a period and exercise price to be determined prior to the launch of the Concurrent Offering. All securities issued under the Concurrent Offering will be exchanged for equivalent securities of the Resulting Issuer on a 1:1 basis upon closing of the Transaction.

The net proceeds of the Concurrent Offering are expected to be used by the Resulting Issuer to fund exploration and drilling activities, property payments and general corporate purposes.

The Units will be offered : (a) by way of private placement in the all of the provinces of Canada (except Québec) pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The securities issuable pursuant to the sale of the Units will be subject to a four-month hold period in Canada pursuant to applicable Canadian securities laws.

Business Combination Transaction

Pursuant to the terms of the LOI, Torino Metals and Artrari will negotiate and enter into a definitive agreement incorporating the principal terms of the LOI structured as a three-cornered amalgamation or other structure as mutually agreed by Torino Metals and Artrari that will result in the shareholders of Torino Metals exchanging their Torino Metals Shares for common shares of the Resulting Issuer on a 1:1 basis. Following completion of the Transaction, Torino Metals will become a wholly-owned subsidiary of the Resulting Issuer.

As part of the Transaction, it is anticipated that:

• Artrari will undertake a consolidation of its issued and outstanding common shares to result in 8,000,000 post-consolidation shares outstanding immediately prior to closing.
• The existing shareholders of Torino Metals (exclusive of subscribers in the Concurrent Offering) will receive 60,000,000 Resulting Issuer Shares in exchange for their Torino Metals Shares, and subscribers in the Concurrent Offering will exchange their Torino Metals securities for equivalent securities in the Resulting Issuer on a 1:1 basis.
• The board of directors and senior management of the Resulting Issuer will be reconstituted to include nominees from Torino Metals, subject to applicable regulatory approvals.
• Following completion of the Transaction but excluding the securities issued under the Concurrent Offering, the holders of the common shares of Artrari will hold approximately 11.8% of the Resulting Issuer Shares, and the current shareholders of Torino Metals will hold approximately 88.2% of the Resulting Issuer Shares.

Other Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority-of-the-minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder and regulatory approval is obtained.

Other conditions to completion of the Transaction include, but are not limited to:

• Negotiation and execution of a definitive agreement in respect of the Transaction.
• Preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules and policies of the TSXV.
• Receipt of all requisite approvals from shareholders (as required), regulatory authorities (including the TSXV) and applicable third parties.
• Completion by Artrari of its share consolidation to 8,000,000 post-consolidation shares immediately prior to closing.
• Completion by Torino Metals of a Concurrent Offering for gross proceeds of up to C$8,000,000 on terms acceptable to Torino Metals and Artrari.
• Compliance with escrow requirements in accordance with TSXV policies (or, if stricter, a release schedule acceptable to the TSXV), as applicable to principals and insiders of the Resulting Issuer.
• Absence of any material adverse change in the business, operations or financial condition of either party prior to completion of the Transaction.
• The representations and warranties of each party being true and correct in all material respects as of closing.
• No legal proceeding, regulatory action, inquiry or investigation outstanding at closing that would reasonably be expected to have a material adverse effect or prohibit or restrict completion of the Transaction.
• No prohibition at law against completing the Transaction.
• No material breach of covenants contained in the Transaction documents by either party.

Halted Trading of Artrari

As required by the TSXV, trading of the shares of Artrari on the TSXV under the trading symbol AOCC.P shall remain halted pending satisfaction of TSXV requirements and/or completion of the Transaction.

Further Information

Additional details regarding the Transaction and the Resulting Issuer will be provided in a comprehensive press release once the definitive agreement in connection with the Transaction has been signed. A disclosure document will also be prepared and filed in accordance with TSXV policies.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Artrari should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Note Regarding Forward–Looking Information

This press release contains forward–looking statements within the meaning of applicable securities laws, including, without limitation, statements with respect to the terms and timing of the Transaction, the Concurrent Offering, expected listing of the Resulting Issuer Shares on the TSXV, the completion of share issuances and consolidations, governance matters, escrow terms, anticipated use of proceeds of the Concurrent Offering and required exchange and regulatory approvals. Forward–looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to, the inability to satisfy closing conditions, to obtain required approvals (including TSXV acceptance), to complete the Concurrent Offering or Artrari financing on acceptable terms, market conditions, regulatory developments and other risk factors to be described in the disclosure document to be filed in connection with the Transaction. Readers are cautioned not to place undue reliance on forward–looking statements. There can be no assurance that the Transaction will be completed as proposed, or at all. Except as required by law, the Company and Artrari disclaim any intention or obligation to update or revise any forward–looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

About Torino Metals

Torino Metals is a private mineral exploration company focused on advancing a flagship copper-gold porphyry opportunity. Torino pairs disciplined geology with pragmatic capital allocation, aiming to convert clear technical hypotheses into value-creating work programs. Torino's approach emphasizes careful targeting, staged decision-making, and transparent communication with stakeholders.

About Artrari

Artrari is a "capital pool company" as defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual which completed its initial public offering on January 4, 2024. The common shares of Artrari are listed for trading on the TSXV under the stock symbol AOCC.P.

SOURCE Artrari One Capital Corp.