Green Mountain Announces Proposed Plan of Arrangement

Vancouver, British Columbia–(Newsfile Corp. – February 12, 2026) – Green Mountain Resources Ltd. (“GMR” or the “Company“) announces that it has entered into an arrangement agreement dated February 11, 2026 (the “Arrangement Agreement“) with two of its wholly-owned subsidiaries, Blue Mountain Resources Ltd. (“Blue“) and Emerald Mountain Resources Ltd. (“Emerald“), whereby the Company intends to complete a spin-out of Blue and Emerald to the existing shareholders of the Company (each, a “GMR Shareholder“, and collectively, the “GMR Shareholders“) pursuant to a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the “Arrangement“).

Under the terms of the Arrangement, each GMR Shareholder will be entitled to receive one common share in the capital of each of Blue and Emerald for each outstanding common share of the Company held (collectively, the “Distributed Securities“).

Following completion of the Arrangement, Blue and Emerald will be independent reporting issuers in the Provinces of British Columbia, Alberta and Ontario.

The Arrangement is anticipated to close in early April 2026. Closing of the Arrangement is subject to the approval of not less than two-thirds of the votes cast by GMR Shareholders at a special meeting that will be held to approve the Arrangement (the “GMR Meeting“). The Arrangement is also subject to, among other conditions, the interim and final approval of the Supreme Court of British Columbia, the receipt of all necessary regulatory approvals and satisfaction of certain other closing conditions that are customary for a transaction of this nature.

The GMR Meeting is scheduled to be held on April 2, 2026. A management information circular providing details regarding the Arrangement, and the matters to be considered at the GMR Meeting, will be mailed to the GMR Shareholders in accordance with regulatory requirements.

The Board has unanimously approved the Arrangement Agreement and determined that the Arrangement is in the best interests of the Company and the GMR Shareholders.

For complete details of the Arrangement, readers are encouraged to review the Arrangement Agreement that is currently available under the Company’s profile on SEDAR+ (www.sedarplus.ca).

Forward-Looking Statements

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to Arrangement and the GMR Meeting, including the timing thereof; the future status of Blue and Emerald as independent reporting issuers and the Company’s future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

Forward-looking statements are based on the beliefs and expectations of management as of the date of this news release and are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. These risks include, but are not limited to: the failure to obtain necessary shareholder, court or regulatory approvals for the Arrangement and the potential for market conditions to shift prior to the closing date of the Arrangement. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283788