PEGmatite One Lithium and Gold Corp. announced, further to its announcement on December 5, 2023, it has entered into a definitive option agreement dated February 10, 2024 (the "Agreement"), with Valor Resources Limited ("Valor"), an arm's length party, listed on the Australian Securities Exchange ("ASX"). The Agreement grants Valor the right to acquire a 100% interest (subject to existing royalties) in 662 mineral claims situated within the Province of Ontario known as the Frazer Lake Project (the "Project"), for various payments to be made, on or before September 30, 2024 (the "Transaction").

Transaction Consideration. Pursuant to the Agreement, the Company has granted Valor the option (the " Option") to acquire a 100% interest in the Project (subject to existing royalties) upon the following terms and conditions: a) AUD 80,000 cash payment made by Valor to the Company upon signing of the Agreement; b) 30,000,000 ordinary shares in the capital of Valor (each a "Valor Share") at a deemed issue price of AUD 0.004 per Valor Share (the "Deemed Price") or AUD 120,000 cash at Valor's election on the earlier of the commencement of on ground field-based exploration activities or June 1, 2024; c) 30,000,000 Valor Shares at the Deemed Price or AUD 120,000 cash At Valor's election three months post commencement of on ground field- based exploration activities; and d) 1,000,000 Valor shares at the Deemed Price on or before September 30, 2022. The payments set out in a) and b) above are firm commitments and must be made even in the event Valor terminates the Option.

The references to the number of VAL Shares to be issued is on a pre-consolidation basis of VAL Shares and are to be adjusted to reflect the any consolidation of the VAL Shares if such consolidation becomes effective before a relevant issue of VAL Shares.