Annual and Special Meeting of Shareholders

Buchans Resources Limited (the “Company” or “Buchans”), a Canadian mineral exploration and development company, reports that it held its Annual and Special Meeting of shareholders on May 9, 2024 in Toronto.

John F. Kearney, Chairman and Chief Executive Officer, provided shareholders with a review of the current position and outlook for the Company.

“In December 2023, Buchans sold our mineral exploration properties, located in Newfoundland, to Canterra Minerals Corporation, for shares of Canterra.

That represented a total value of $11.5 million. That is equivalent to 18 cents per share of Buchans.

For the year ended December 31, 2023, Buchans recorded income of $5.6 million, and ended the year with a working capital surplus of $15 million.

As previously reported, Buchans intends to distribute at least 67% of the Canterra shares to Buchans shareholders. That was the purpose of the special resolution to reduce the stated capital, which was passed at the meeting today. so that we can make that distribution on a tax efficient basis.

We plan to make the distribution during the second quarter of 2024.

It is important to note that Buchans shareholders will retain their shareholding in Buchans, which will continue to hold our, long overlooked, but promising, nickel copper cobalt, and gold exploration assets, in Labrador.

Our South Voisey’s Bay project has high-priority, drill-ready, targets in a confirmed, Voisey’s Bay style, environment, while our Tasiuyak Gold Project is believed to represent an orogenic, iron formation-hosted, gold environment, comparable to the renowned, former Homestake, gold mine, in South Dakota.”

At the same time, shareholders will continue to participate, indirectly, in ongoing exploration in the Buchans camp, in Newfoundland, through holding the shares of Canterra, which will be distributed.”

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

We are pleased to report that Buchans’ shareholders passed a special resolution to approve the distribution of Canterra shares to Buchans shareholders. Further information on the Distribution will be disclosed in due course, but it is expected that the Distribution will take place in the second quarter of 2024.

We now intend to distribute (the “Distribution”) the majority of the Canterra Shares underlying the Consideration Warrants received from the Canterra Transaction (the “Distributed Shares”) that we currently hold to our shareholders. We intend to effect the Distribution as a return-of-capital, which we believe is the most tax efficient manner of effecting the Distribution.

As described further in the Circular, we intend to retain a shareholding of Canterra Shares valued at approximately $3 million to fund our nickel, copper, cobalt and gold exploration assets in Labrador and general working capital, with the goal of advancing these long overlooked but promising assets over the next 2 years, and to provide ongoing working capital for the Company.

ELECTION OF DIRECTORS AT AGM

All of the nominees for re-election as director were re-elected, to serve until the next annual general meeting of shareholders. The results were as follows:

RE-APPOINTMENT OF AUDITOR

McGovern Hurley LLP Chartered Professional Accountants were re-appointed as auditor for the current year and the directors were authorized to fix the remuneration of the auditor with 11,348,885 shares voted in favour and 2,354 shares withheld.

APPROVAL OF STATED CAPITAL REDUCTION AND RETURN OF CAPITAL

Shareholders approved the reduction of the stated capital account, for the purpose of distributing shares of Canterra Minerals Corporation to Buchans shareholders with 11,302,743 shares voted in favour and 7,554 shares against.

PROXY-RELATED MATERIALS

The Proxy-Related Materials, including the Circular, are available below:

Notice of Annual Meeting of Shareholders

Management’s Information Circular

Notice & Access

Form of Proxy

NI 51-102 Request Card

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