Boron One Announces Update to Early Warrant Exercise Incentive Program

VICTORIA, December 9, 2024 - Boron One Holdings Inc. ("Boron One" or the "Company") (TSXV:BONE) is providing an update to its press release dated November 22, 2024, announcing the warrant exercise incentive program (the "Program") intended to encourage the exercise of up to 11,576,000 unlisted common share purchase warrants of the Company (the "Eligible Warrants") and warrant repricing (the "Warrant Repricing"), whereby it will amend the current exercise price for such Eligible Warrants, subject to approval from the TSX Venture Exchange (the "TSXV").

The Company issued the Eligible Warrants in connection with its private placement of units ("Units") that closed on September 27, 2023 ("Tranche 1") and November 7, 2023 ("Tranche 2" and together with Tranche 1, the "Financing"). Pursuant to the Financing, each Unit was comprised of one (1) common share of the Company ("Common Share") and one (1) Eligible Warrant, entitling the holder thereof to acquire one (1) Common Share (each, a "Warrant Share") at a price of $0.07 for the first six months and $0.12 for the remaining 12 months, being March 27, 2025 for Tranche 1 Eligible Warrants and May 7, 2025 for Tranche 2 Eligible Warrants, respectively.

The directors of the Company have determined it to be in the best interests of the Company to complete the Warrant Repricing, whereby it will amend the current exercise price of the Eligible Warrants from $0.12 to $0.06 per Warrant Share.

Under the Program, the Company is offering an incentive to each holder of Eligible Warrants (each, a "Warrantholder") that exercises Eligible Warrants during the early exercise period (the "Early Exercise Period") consisting of an additional warrant (hereinafter, an "Incentive Warrant"). Each Incentive Warrant will entitle the holder thereof to purchase one (1) Common Share for a period of 2 years at a price of $0.06 per Common Share, subject to the right of the Company to accelerate expiry upon 30 days' notice if the Common Shares trade on the TSXV at or above $0.10 for a period of 10 days.

The Early Exercise Period is expected to commence at 9:00 a.m. (Vancouver time) on December 10, 2024 and terminate at 5:00 p.m. (Vancouver time) on December 24, 2024. The Incentive Warrants and any Common Shares issuable on the exercise thereof will be subject to a four-month and one-day statutory hold period from the date of issuance of the Incentive Warrants pursuant to applicable Canadian securities laws and TSXV policies.

To the extent that Warrantholders take advantage of the Early Exercise Period, the Company intends to use the aggregate net proceeds to fund general and working capital purposes. Eligible Warrants that remain unexercised following the completion of the Early Exercise Period will continue to be exercisable for Common Shares on the original terms as they existed prior to the Program, with the Tranche 1 Eligible Warrants expiring on March 27, 2025, and the Tranche 2 Eligible Warrants expiring on May 7, 2025, both at 5:00 p.m. (Vancouver time).

The Program and the Warrant Repricing are subject to approval from the TSXV. Under the Program, the number of Eligible Warrants to be exercised by insiders of the Company is limited to no more than 10% of the total Eligible Warrants, being 1,157,600 Eligible Warrants, and the Company will issue no more than 1,157,600 Incentive Warrants to insiders. An insider of the Company currently holds 600,000 Eligible Warrants, representing 5.18% of the total Eligible Warrants.

About Boron One Holdings Inc.

Boron One Holdings Inc. is an international mineral exploration and development company with boron assets in Serbia. Headquartered in Victoria, B.C., Canada, Boron One's shares are traded on the Exchange under the symbol "BONE". For detailed information please see Boron One's website at www.boronone.com or the Company's filed documents at www.sedarplus.ca

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking information. Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions.

More particularly and without limitation, the forward?looking information in this press release include (i) expectations regarding the Company's financing plans, closing times, receipt of regulatory and TSXV approvals; (ii) expectations regarding the Warrant Repricing, Program, and the timing and closings thereof; (iii) expectations regarding the use of proceeds of the Program; and (iv) expectations concerning the Company's business plans and operations. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Boron One Holdings Inc.