First Tellurium Subsidiary PyroDelta to Launch Production of Thermoelectric

The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated September 11, 2024 (the “Subscription Receipt Agreement“) between FMAC and TSX Trust Company (the “Subscription Receipt Agent“), as subscription receipt agent. Upon the satisfaction and/or waiver of certain escrow release conditions (the “Escrow Release Conditions“) specified in the Subscription Receipt Agreement at or before January 9, 2025 (the “Escrow Release Deadline“) each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of FMAC (each, a “Unit“). Each Unit consists of one common share in the capital of FMAC (each, a “FMAC Share“), and one-half of a common share purchase warrant of FMAC (each such whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one (1) Common Share at an exercise price of $0.15 for a term expiring on the third anniversary of the closing of the Transaction. Upon completion of the Transaction, each FMAC Share will be immediately exchanged for 0.95 (the “Exchange Ratio“) common share of FWTC (after giving effect to FWTC’s proposed 10 to 1 share consolidation), and each Warrant will be adjusted to entitle the holder to purchase common shares of the Resulting Issuer (as defined below) based on the Exchange Ratio at a purchase price of $0.1579 per share. FMAC and FWTC are currently aiming to close the Transaction on or about September 30, 2024, subject to the timely satisfaction of a number of customary closing conditions, all as more particularly described in FWTC’s management information circular dated August 20, 2024.

At the closing of the Transaction, FMAC will pay to certain finders (each, a “Finder“) a fee comprised of: (a) a cash fee not exceeding 8.0% of the gross proceeds raised from subscriptions in the Offering from persons who participate in the Offering that were introduced to FMAC by such Finder (the “Finder’s Fee“), and (b) a number of compensation warrants (the “Finder Warrants“) issued by FMAC that equal to not more than 8.0% of the total number of Subscription Receipts issued to persons who participate in the Offering that were introduced to FMAC by each Finder. Each Finder Warrant shall entitle the holder to subscribe for one Unit at the Issue Price for a period of twenty-four (24) months from the date that the common shares of FTWC (following the closing of the Transaction) (the “Resulting Issuer“)commence trading on the TSX Venture Exchange (the “TSXV“). The terms of the Finder Warrants will be subject to adjustment based on the Exchange Ratio.

Upon closing of the Offering, the gross proceeds of the Offering were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is…