Vancouver, British Columbia – TheNewswire - October 8, 2026 – Spectre Capital Corp. (“Spectre” or the “Company”) (TSX-V: SOO.P), a capital pool company, announces that it has entered into a non-interest bearing, unsecured grid promissory note (the “Note”) with Northern Rare Earth Corp. (“NREC”), pursuant to which NREC will lend up to C$100,000 (the “Loan”) to the Company. The Loan will be used exclusively to fund the Company’s direct, bona fide, third-party transaction expenses in connection with its proposed qualifying transaction with NREC (the “QT”), as previously announced in the Company’s news releases dated May 28, 2026 and August 18, 2026.

The Loan may be drawn in multiple advances, with each advance subject to NREC’s prior written approval. The outstanding principal balance under the Note (the “Outstanding Amount”) will be payable in full upon completion of the QT, at which time the indebtedness will be eliminated as an intercompany balance in connection with the amalgamation. If the QT does not close and the definitive amalgamation agreement is terminated in accordance with its terms, the Outstanding Amount will be forgiven in full, and NREC will have no recourse against the Company’s initial public offering proceeds, seed capital or escrowed funds.

The Loan is an arm’s-length transaction. No finder’s fee, commission or other compensation is payable in connection with the Loan.

Additional Information

Trading in the common shares of the Company (the “Spectre Shares”) has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Spectre Shares will not resume prior to the closing of the QT.

ON BEHALF OF THE BOARD

“Geoff Balderson”

Geoff Balderson
CEO, CFO and Director
Telephone: (604) 602-0001

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

Forward-Looking Statements

This news release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Spectre and NREC with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: the completion of the Loan and the making of advances under the Note; the intended use of the loan proceeds; and the resumption of trading in the Spectre Shares.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that NREC will advance funds under the Note as contemplated.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the respective expectations of the management of Spectre and NREC, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Spectre and NREC believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the QT; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the QT on the proposed terms and schedule; the ability of NREC to complete the Concurrent Financing; the potential impact of the announcement or consummation of the QT on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the business of Spectre and NREC and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Spectre and NREC have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Spectre and NREC do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.