ERAG Energie & Rohstoff AG PCC Announces Convertible Loan Agreement 2023 with Belmont Resources Inc. and Early Warning Report

VANCOUVER, British Columbia, June 05, 2025 (GLOBE NEWSWIRE) -- ERAG Energie & Rohstoff AG PCC (the "Acquiror”) announces that on October 19, 2023 it entered into a Convertible Loan Agreement with Belmont Resources Inc. (TSX-V: BEA) (the "Issuer”) in the principal amount of CAD $210,000. The Loan bore no interest and was payable on or before April 1, 2024. If the Issuer failed to repay the Loan in full on or before April 1, 2024, interest on arrears of 12% per annum was payable by the issuer beginning on April 2, 2024. The Acquiror had the option to have the Loan repaid through the issuance of 7,000,000 Common Shares at a deemed value of $0.03 per share.

Immediately prior to entering into the Convertible Loan Agreement, the Acquiror owned and controlled 7,000,000 Common Shares of the Issuer, representing approximately 8.89% of the issued and outstanding Common Shares of the Issuer. The Acquiror continued to hold that number and percentage of Common Shares (on a non-diluted basis) immediately after entering into the Convertible Loan Agreement.

As a result of entering into the Convertible Loan Agreement, on a partially diluted basis (i.e., assuming full conversion of the Loan immediately after entering into the Convertible Loan Agreement), the Acquiror held a total of 14,000,000 Common Shares immediately after entering into the Convertible Loan Agreement, representing approximately 16.3% of the Issuer's issued and outstanding Common Shares.

The Acquiror subsequently exercised its conversion right and on January 18, 2024 the Acquiror was issued 7,000,000 Common Shares of the Issuer. As a result of the conversion of the Loan and immediately following conversion, the Acquiror held a total of 14,000,000 Common Shares, representing approximately 15.11% of the Issuer's issued and outstanding Common Shares.

The Convertible Loan Agreement was entered into for business and investment purposes. The Acquiror may, depending on market and other conditions, increase or decrease its beneficial ownership of or control or direction over the Issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The Acquiror has filed an Early Warning Report pursuant to National Instrument 62-103F1 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues describing the above transaction with the applicable securities regulatory authorities. To obtain a copy of the early warning report filed by the Acquiror, please contact the Acquiror c/o Gritt Bürger at +41 79 214 1614 or refer to the Company's SEDAR+ profile at www.sedarplus.ca.

ERAG Energie & Rohstoff AG PCC

Gritt Bürger, Director

[email protected]