AJN Resources Inc. Signs Non-Binding Term Sheet to Acquire 55% Indirect Interest in Giro Gold Project

Executive Summary

• AJN Resources entered into a non‑binding term sheet to acquire a 55 % indirect interest in the Giro Gold Project (DRC) by issuing 250 M common shares to Amani Consulting.
• The company announced a private placement of up to 3 M units at C$0.165 per unit, targeting gross proceeds of up to $495,000 for due‑diligence and project development.
• AJN received approval to change its corporate name to Giro Gold Corporation and disclosed related equity issuances (finder’s fees, stock options, RSUs).

Key Details

• Non‑binding term sheet (signed 1 Dec 2025):
• AJN may purchase a 55 % registered/beneficial interest in Giro Goldfields (which holds 100 % of the Giro Gold Project) for 250,000,000 common shares issued to Amani Consulting or its nominee.
• Upon closing, AJN will expand its board from 4 to 5 directors, with three seats allocated to representatives of Amani Consulting.
• The transaction will constitute a change of control under CSE Policy 1.3(2).

• AJN receives an option to acquire the remaining 10 % of Giro Goldfields: US$30 M within 12 months or US$50 M within 24 months after closing.

• Project overview – Giro Gold Project (≈497 km², Haute‑Uele Province, DRC):

• Two exploitation permits (PE 5046 & PE 5049) located ~35 km west of the Kibali Mine.
• Kebigada Deposit: historic JORC 2012 resource – Measured 32.9 Mt @ 1.08 g/t Au (1.1 Moz), Indicated 46.4 Mt @ 1.03 g/t Au (1.5 Moz), Inferred 61.9 Mt @ 0.87 g/t Au (1.7 Moz).
• Douze Match Deposit: historic JORC 2012 resource – Indicated 2.2 Mt @ 1.2 g/t Au (84,879 oz), Inferred 5.8 Mt @ 1.2 g/t Au (227,631 oz).

• Historic metallurgical test work shows >90 % gold recovery in both oxide and sulphide zones using gravity‑cyanide processing.

• Change of Name:

• Approved new corporate name: Giro Gold Corporation with new ISIN and CUSIP numbers; pending CSE approval for implementation.

• Finder’s Fee Shares:

• Issued 666,666 common shares to each of three finders (total 1,999,998 shares); restricted from trading until 22 Mar 2026.

• Private Placement Offering:

• Up to 3,000,000 units at C$0.165 per unit, gross proceeds up to US$495,000.
• Each unit = 1 common share + 1 warrant (exercise price C$0.25, two‑year term).

• Use of proceeds: technical, legal and financial due diligence on Giro Goldfields/Giro Gold Project; negotiation/preparation/closing of purchase agreement; mineral exploration activities.

• Stock Option Grants:

• Granted 3,000,000 incentive stock options (5‑year term, $0.25 exercise price, immediate vesting).

• Restricted Share Units (RSUs):

• Issued 6,300,000 RSUs to directors and consultants under the omnibus equity incentive plan.

• Qualified Person Statement:

• Dylan le Roux, BSc Hons (Earth Science), qualified geologist (QP) under NI 43‑101, reviewed and approved all scientific/technical information in the release.