VANCOUVER, BC, June 30, 2026 /CNW/ - Toubani Resources Limited $(TRE.AU)$ ("Toubani") announces today that it has entered into a series of concurrent share purchase agreements (the "Agreements") with certain shareholders of Avanti Gold Corp. (CSE: AGC) (FSE: X370) (OTCQB: AVTGF) ("Avanti Gold") to acquire an aggregate of 44,530,350 common shares of Avanti Gold (the "Common Shares") at a price of C$0.65 per Common Share (collectively, the "Transactions").

As consideration for the Common Shares, Toubani will issue an aggregate of 72,893,944 million ordinary shares of Toubani (the "Consideration Shares"), at a deemed price of A$0.40 per Consideration Share, and 36,446,972 million options of Toubani (the "Consideration Options"). Each Consideration Option will entitle the holder to subscribe for one (1) fully paid ordinary share of Toubani at an exercise price of A$0.60 per share, and expire three (3) years from the date of issue.

The Transactions are expected to close on a date designated by Toubani, and in any event no later than July 20, 2026.

Prior to the Transactions, Toubani did not beneficially own or exercise control and direction over any Common Shares. Upon execution of the Agreements, Toubani is deemed to beneficially own and exercise control and direction over 44,530,350 million Common Shares, representing approximately 19.9% of the issued and outstanding Common Shares.

The Common Shares are being acquired for investment purposes. Toubani may acquire additional securities of Avanti Gold, including on the open market or through private acquisitions, or sell securities of Avanti Gold, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors. Toubani currently has no other plans or intentions that relate to or would result in the matters listed in clauses (b) to (k) of Item 5 of the early warning report filed by Toubani. Depending on market conditions, general economic and industry conditions, Avanti Gold's business and financial condition and/or other relevant factors, Toubani may develop such plans or intentions in the future.

A copy of an early warning report with respect to the foregoing will appear on Avanti Gold's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting Toubani at the head office address detailed below.

SOURCE Toubani Resources Limited

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June 30, 2026 00:05 ET