(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - July 29, 2025) - Cavalry Capital Corp. (TSXV: CVY.P) (" Cavalry " or the " Company ") is pleased to announce that it has entered into a definitive share exchange agreement dated July 17, 2025 (the " Agreement ") regarding a planned business combination (the " Transaction ") with Advanced Energy Fuels, Inc. (" Advanced Energy "), as previously announced by Cavalry on May 16, 2025. Pursuant to the Agreement, Cavalry will acquire all of the outstanding common shares of Advanced Energy, and the shareholders of Advanced Energy will receive common shares of Cavalry in exchange for their common shares of Advanced Energy on the basis of one post-consolidation common share of Cavalry for each common share of Advanced Energy. As a result of the Transaction, Advanced Energy will become a wholly-owned subsidiary of Cavalry. It is expected that upon completion of the Transaction, the combined entity (the " Resulting Issuer ") will meet the listing requirements for a Tier 2 mining issuer under the policies of the TSX Venture Exchange (the " TSXV "). The Transaction is intended to constitute the "Qualifying Transaction" of Cavalry, as such a term is defined in Policy 2.4 - Capital Pool Companies of the TSXV.

Subject to the satisfaction or waiver of the conditions set out in the Agreement, the following, among other things, are intended to be completed in connection with the Transaction:

• Cavalry will complete a consolidation of its outstanding share capital (the " Consolidation ") on the basis of 1.66 pre-Consolidation Cavalry common shares for each post-Consolidation Cavalry common share. After the Consolidation, and prior to the completion of the Transaction and the issuance of securities under the Private Placement (as defined below), Cavalry will have approximately 3,893,072 Cavalry common shares, 369,842 stock options, and 238,705 warrants outstanding;

• Cavalry will issue approximately 19,879,938 post-Consolidation Cavalry common shares to the former holders of Advanced Energy common shares (the " Purchase Price ");

• Cavalry will complete a private placement of at least 10,000,000 subscription receipts (each, a " Subscription Receipt ") at a price of $0.25 per Subscription Receipt for gross proceeds of at least $2,500,000 (" Private Placement "). Each Subscription Receipt will, upon satisfaction of certain escrow release conditions, be converted into one unit, each comprised of one post-Consolidation Cavalry common share and one-half of one common share purchase warrant (each whole warrant, a " Cavalry Warrant "). Each Cavalry Warrant will be exercisable for a period of 24 months from the escrow release date of the Subscription Receipts to purchase one post-Consolidation Cavalry common share at an exercise price of $0.35 per share. Cavalry and Advanced Energy intend to use the proceeds of the Private Placement to advance the South Woodie Woodie Manganese Project located in the Pilbara Region (the " SWWM Project "), with the intention of completing a pre-feasibility study on the SWWM Project;

• Advanced Energy will exercise the option to indirectly acquire a 100% interest in the SWWM Project, with Advanced Energy paying the outstanding cash amount of AUD$450,000 to Trek Metals Limited (ASX: TKM) (" Trek ") and Cavalry issuing to Trek such number of post-Consolidation Cavalry common shares that when added to the 2,000,000 post-Consolidation Cavalry common shares to be issued to Trek as an existing holder of Advanced Energy shares, is equal to not more than 19.9% of the total post-Consolidation Cavalry common shares outstanding on a post-Transaction basis (the " SWWM Acquisition ");

• the management and board of directors of the Resulting Issuer will be comprised of three nominees from Advanced Energy and two nominees from Cavalry; and

• Cavalry will change its name to "Advanced Energy Fuels Group Limited", or such other name as determined by Advanced Energy (the " Name Change "), in compliance with applicable law and as may be acceptable to the TSXV.

Non-Arm's Length Parties (as defined in the policies of the TSXV) of Cavalry do not hold any direct or indirect beneficial interest in Advanced Energy. The Transaction is not a Non-Arm's Length Qualifying Transaction (as defined in the policies of the TSXV), and it is not expected that the Transaction will be subject to approval by Cavalry's shareholders.

The Transaction, Consolidation, Private Placement and Name Change are subject to the approval of the TSXV.

No finder's fees are payable in connection with the Transaction, other than in connection with the Private Placement.

See Cavalry's press release dated May 16, 2025 for further information on Advanced Energy.

Cavalry intends to issue a further press release to include a summary of the financial information of Advanced Energy, and details of the proposed principals and insiders of the Resulting Issuer.

Conditions of the Transaction

Completion of the Transaction is subject to the satisfaction of customary closing conditions, including without limitation: (i) receipt of all required approvals and consents relating to the Transaction, including without limitation, required approval of the TSXV; (ii) completion of the Private Placement; (iii) completion of the Consolidation; (iv) completion of the Name Change; (v) completion of the SWWM Acquisition; (vi) the reconstitution of the board of directors and management of Cavalry; and (vii) the TSXV's approval for listing the shares of the Resulting Issuer.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the TSXV, Cavalry intends to file on SEDAR+ ( ) a filing statement, which will contain details regarding the Transaction, Cavalry, Advanced Energy and the Resulting Issuer.

Sponsorship of Transaction

Sponsorship of a Qualifying Transaction of a "Capital Pool Company" (as defined in the polices of the Exchange) is required by the TSXV unless exempt in accordance with the policies of the TSXV. Cavalry intends to apply for such an exemption.

Trading Halt

It is anticipated that trading in the common shares of Cavalry will continue to be halted until the completion of the Transaction.

On behalf of the board of directors of Cavalry:

Brandon Bonifacio,
President and CEO

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