Vancouver, British Columbia–(Newsfile Corp. – November 13, 2026) – Aurbis Resources Corp. (CSE: AURR) (FSE: 71B) (“Aurbis” or the “Company“) announces that it has entered into an arrangement agreement dated November 12, 2026 (the “Arrangement Agreement“) with its wholly-owned subsidiary, Universal Nickel Corp. (“Universal Nickel“), in respect of the previously announced spin-out of the Company’s interest in the Ducros Nickel Project located in the Abitibi region of the Province of Québec (the “Ducros Nickel Project“) through Universal Nickel, by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement“).
Pursuant to the Arrangement, each Aurbis shareholder will receive one new common share of Aurbis (each, a “New Aurbis Share“) in exchange for each common share of Aurbis (each, an “Aurbis Share“) held immediately prior to the effective time of the Arrangement (the “Effective Time“), together with its pro rata portion of the common shares of Universal Nickel (each, a “Universal Nickel Share“) held by Aurbis. There will be no change in Aurbis shareholders’ proportionate interest in Aurbis as a result of the Arrangement. Following completion of the Arrangement, Aurbis will no longer hold any Universal Nickel Shares.
Based on the 22,456,606 Aurbis Shares and 4,400,000 Universal Nickel Shares currently issued and outstanding, Aurbis shareholders are expected to receive approximately 0.196 Universal Nickel Shares for each Aurbis Share held immediately prior to the Effective Time.
Highlights
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Standalone Nickel Company. Universal Nickel will operate as a standalone exploration company focused on the Ducros Nickel Project, while Aurbis will continue to focus on advancing its retained mineral property portfolio, including the Ecru Gold Project in Nevada.
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Direct Universal Nickel Ownership for Aurbis Shareholders. Aurbis shareholders will receive one New Aurbis Share for each Aurbis Share held immediately prior to the Effective Time and their pro rata portion of the Universal Nickel Shares held by Aurbis, while retaining their existing proportionate interest in Aurbis.
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Full Distribution. All of the Universal Nickel Shares held by Aurbis will be distributed to Aurbis shareholders, and Aurbis will not retain any interest in Universal Nickel following completion of the Arrangement.
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Convertible Securities Unaffected. Outstanding Aurbis warrants and options will remain outstanding on their existing terms and will be exercisable for New Aurbis Shares. Holders of Aurbis warrants and options will not be entitled to receive Universal Nickel Shares.
The Arrangement
Pursuant to the Arrangement Agreement, the Arrangement will be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). Under the Arrangement, the Aurbis Shares will be redesignated as Class A common shares, and each Class A common share will be exchanged for one New Aurbis Share and the holder’s pro rata portion of the Universal Nickel Shares held by Aurbis. No fractional Universal Nickel Shares will be distributed, and any fractional entitlement will be rounded down to the nearest whole Universal Nickel Share without compensation. Aurbis shareholders must hold their Aurbis Shares until the Effective Time to receive New Aurbis Shares and Universal Nickel Shares under the Arrangement.
Each Aurbis warrant and option outstanding immediately prior to the Effective Time will remain outstanding and, following the Effective Time, will be exercisable for New Aurbis Shares at the same exercise price and on the same terms. Holders of Aurbis warrants and options will not be entitled to receive Universal Nickel Shares or any other consideration in respect of the Universal Nickel Shares distributed under the Arrangement.
Under the Arrangement Agreement, Universal Nickel has agreed that if, following completion of the Arrangement, it proposes to list the Universal Nickel Shares on any stock exchange, it will, prior to completion of such listing, complete a rights offering to all holders of Universal Nickel Shares on a pro rata basis, on terms to be determined by the board of directors of Universal Nickel.
The Arrangement is subject to customary closing conditions, including approval of the Arrangement resolution by not less than two-thirds of the votes cast by: (i) holders of Aurbis Shares; and (ii) holders of Aurbis Shares, warrants and options, voting together as a single class (with each holder of Aurbis warrants and options entitled to one vote for each Aurbis Share issuable upon exercise thereof), in each case present in person or represented by proxy at the annual general and special meeting of Aurbis securityholders to be held on December 18, 2026 (the “Meeting“), and the interim and final orders of the Supreme Court of British Columbia. Subject to receipt of all required approvals, the Arrangement is expected to become effective in the first quarter of 2027. The Arrangement Agreement will terminate if the Arrangement has not become effective on or before March 31, 2027, or such later date as Aurbis may determine. Registered Aurbis shareholders will have dissent rights in respect of the Arrangement, as described in the Circular (as defined below).
The Meeting will be held at 11:00 a.m. (Pacific time) at 1100 – 1111 Melville Street, Vancouver, British Columbia, and the record date for the Meeting is November 13, 2026. In addition to the Arrangement and customary annual meeting matters, Aurbis shareholders will be asked at the Meeting to approve, subject to approval of the Arrangement, an omnibus incentive plan for Universal Nickel. The record date for the distribution of the New Aurbis Shares and Universal Nickel Shares will be the effective date of the Arrangement, and the Company will issue a news release at least five business days in advance of such date once all conditions to closing have been satisfied.
Board Recommendation
The board of directors of Aurbis (the “Board“) has determined that the Arrangement is fair to Aurbis securityholders and in the best interests of the Company, and unanimously recommends that Aurbis securityholders vote FOR the Arrangement resolution at the Meeting.
The Board, in consultation with its legal advisors, determined that a fairness opinion was not required, as the Arrangement will not change Aurbis shareholders’ proportionate ownership of the Company and Aurbis shareholders will continue to hold an interest in the Ducros Nickel Project through their ownership of Universal Nickel Shares.
Each director and officer of the Company who owns Aurbis Shares has indicated their intention to vote their Aurbis Shares FOR the Arrangement resolution.
Universal Nickel
The current directors of Universal Nickel are Gordon Villeneuve, Nathan Chutas and Allan Glowach, and Scott Davis serves as Chief Financial Officer and Corporate Secretary. In connection with completion of the Arrangement, Universal Nickel also expects to appoint a Chief Executive Officer and additional director.
The New Aurbis Shares and Universal Nickel Shares to be issued or distributed under the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or the securities laws of any state of the United States, and are expected to be issued or distributed in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Ducros Nickel Project
The Ducros Nickel Project comprises 44 contiguous mining claims located approximately 80 kilometres northeast of Val-d’Or, between Senneterre and Lebel-sur-Quévillon, Québec. The project lies within the Southern Volcanic Zone of the Abitibi Greenstone Belt and hosts nickel-copper-platinum group element mineralization associated with the ultramafic Fortin Sill.
The Ducros Nickel Project is at the exploration stage. No mineral resource or mineral reserve has been estimated for the project, and there is no assurance that further exploration will result in the definition of a mineral resource or an economically viable deposit.
Additional Information
Additional details regarding the Arrangement, including the terms of the Arrangement Agreement, the reasons for the Arrangement, the anticipated tax consequences of the Arrangement and information concerning Universal Nickel and the Ducros Nickel Project, are included in the management information circular of the Company dated November 16, 2026 (the “Circular“) to be delivered to Aurbis securityholders in connection with the Meeting. The Circular and related meeting materials will also be filed under the Company’s profile on SEDAR+ (www.sedarplus.ca).
The Aurbis Shares will continue to be listed on the Canadian Securities Exchange following completion of the Arrangement. Upon completion of the Arrangement, Universal Nickel is expected to become a reporting issuer in British Columbia and Ontario. The Universal Nickel Shares are not listed on any stock exchange, completion of the Arrangement will not result in a listing of the Universal Nickel Shares, and there can be no assurance that a listing or trading market for the Universal Nickel Shares will be obtained.
Qualified Person
Johan Lambrechts, QP, is the Company’s qualified person as defined by NI 43-101 and has reviewed the scientific and technical information that forms the basis for portions of this news release. Mr. Lambrechts is a member of the Australian Institute of Geoscientists (#5900). He has approved the disclosure herein. Mr. Lambrechts is not independent of the Company, as he is a director of the Company.
About Aurbis Resources Corp.
Aurbis Resources is a small-cap junior exploration company focused on acquiring and exploring prospective projects with discovery and growth as the primary focus.
We are focused on gold exploration, with initial attention on the USA state of Nevada, a prolific gold-producing region, and our Ecru project in the heart of the Battle Mountain-Eureka gold trend, surrounded by major producers like the Cortez and Pipeline complexes (Nevada Gold Mines: NGM) and recent discoveries such as Robertson (NGM) and Four Mile (Barrick).
ON BEHALF OF THE BOARD OF AURBIS RESOURCES CORP.
Johan Lambrechts
Chief Executive Officer and Director
1 (855) 764-2535
info@aurbisresources.com
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the Arrangement, including the terms, structure and timing of the Arrangement, the distribution of New Aurbis Shares and Universal Nickel Shares and the anticipated distribution ratio, the treatment of Aurbis warrants and options, the receipt of the required securityholder, court, stock exchange and regulatory approvals, the timing of the Meeting and the effective date of the Arrangement, the anticipated benefits of the Arrangement, the expected reporting issuer status of Universal Nickel, the anticipated management and financing of Universal Nickel, and the exploration of the Ducros Nickel Project and the Ecru Gold Project. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including, among others, the ability of the Company to receive, in a timely manner and on satisfactory terms, the necessary securityholder, court, stock exchange and regulatory approvals in connection with the Arrangement; the ability of the Company and Universal Nickel to satisfy, in a timely manner, the other conditions to completion of the Arrangement; that the anticipated benefits of the Arrangement will be realized; the ability of Universal Nickel to operate independently and obtain financing; that general business and economic conditions will not change in a material adverse manner; that financing will be available if and when needed and on reasonable terms; and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s and Universal Nickel’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain securityholder, court, stock exchange or regulatory approvals in connection with the Arrangement; the failure to satisfy the other conditions to completion of the Arrangement, or the Arrangement not being completed on the terms or timing contemplated or at all; the exercise of dissent rights; the Universal Nickel Shares not being approved for listing or an active trading market not developing; adverse tax consequences of the Arrangement; costs associated with the Arrangement and with operating two public companies; failure to realize the anticipated benefits of the Arrangement; Universal Nickel’s limited operating history, financing requirements and ability to continue as a going concern; the diversion of management time on transaction-related issues; expectations regarding negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves or resources, reliance on key management and other personnel, potential downturns in economic conditions, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, and risks generally associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approval.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

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