Aeternum Health Acquires American Renaissance Minerals for Up to 133.3 Million Shares

Aeternum Health, Inc. has entered into a definitive agreement to acquire American Renaissance Minerals LLC (ARM) from American Renaissance Resources LLC (ARR). The transaction, dated September 21, 2026, was filed with the SEC on September 21, 2026. Under the terms of the Membership Interest Purchase Agreement, Aeternum will issue up to 133,333,333 shares of its common stock to ARR. This figure is expressed prior to giving effect to a previously announced 1-for-20 reverse stock split and is subject to adjustment for that split. Alternatively, if required by a beneficial ownership limitation, the consideration may consist of pre-funded warrants to purchase shares of common stock.

The acquisition consolidates the ownership of the Nkamouna Cobalt-Nickel-Manganese Project in Cameroon. ARM is the project vehicle working with the Government of Cameroon to secure a new mining permit for the site. The company notes that the Nkamouna project is one of the largest undeveloped cobalt-nickel-manganese projects globally. The transaction replaces an earlier agreement from August 7, 2026, under which Aeternum held an option to acquire a 51% interest in ARM. That previous option arrangement will be terminated upon closing.

ARM is currently engaged with the Ministry of Mines, Industry and Technological Development and the Société Nationale des Mines regarding the award of a new mining permit. The Company intends to proceed with project development if the permit is granted, adhering to Cameroon’s Mining Code of December 2023. This code includes a provision for a 10% free-carried interest for the State. The Company plans to construct a concentrator at the mine site to retain the first stage of processing and its associated value within Cameroon.

In connection with the acquisition, Aeternum and ARR have entered into an Investor Rights Agreement. This agreement grants ARR observer rights to participate in Aeternum’s Board meetings, subject to standard rights of exclusion for attorney-client privilege. ARR also receives registration rights for its securities, provided it holds over 9.9% of the Company’s Registrable Securities. These rights terminate under specific conditions, including if ARR’s ownership percentage falls below 9.9% or if its securities can be resold pursuant to Rule 144 without volume limitations.