Triple One Metals Inc. entered into a definitive property purchase agreement dated for reference December 5, 2023 with Portsmouth Gold Corp. for the acquisition of the Bank Vault and Nickel Showing properties, located in the Urban-Barry Greenstone Belt of the James Bay region, Quebec. Following negotiations between the Company and Portsmouth, certain elements of the Transaction have changed, including a proposed consolidation ratio and the consideration payable for the Properties.

The Company will issue 5,930,000 units (each a "Transaction Unit"), following a now two old for one new (2:1) consolidation of its share capital (the "Consolidation"). Each Transaction Unit will comprise one post-Consolidation common share (a "Transaction Share") and one share purchase warrant (each whole warrant, a "Transaction Warrant"). Each Transaction Warrant will entitle the holder to acquire an additional post-Consolidation share at a price of $0.10 per share for a period of two (2) years from the closing date of the Transaction.

It is anticipated that the Transaction Shares will be distributed pro rata to the shareholders of Portsmouth and a majority of the Transaction Warrants will be distributed to the shareholders of Portsmouth, with Portsmouth retaining a small portion for its own account, and as a result no new insiders of the Company will be created. The Transaction is an arm's length transaction and is continued to not be expected to require the approval of the Company's shareholders.