Upside Gold Corp. Finalizes Acquisition of Strategic High-Grade Gold Claims Adjacent to the Kena Project

• Most Recent Event: On May 13, 2026, Upside Gold Corp. finalized the acquisition of seven mineral claims (273 hectares) adjacent to its Kena Gold-Copper Property in British Columbia.
• Acquisition Details: The transaction involves a 100% interest in the Venus-Juno Group historical production area, which recorded past production of approximately 5,411 tonnes grading an average of 19.8 g/t gold and 17.7 g/t silver.
• Consideration Terms: Payment is structured via cash consideration, common shares, and a 0.5% net smelter returns (NSR) royalty with a repurchase right retained by the Company.
• Historical Context: This follows an LOI signed on April 27, 2026, which was rated Routine - Positive in previous analysis. The finalization confirms the terms and secures the land package continuity.
• Strategic Rationale: CEO Sophy Cesar states this strengthens the continuity of the Kena Project by connecting adjacent ground along a prospective mineralized trend, adding upside potential to the district-scale exploration strategy.
• Regulatory Status: The transaction is subject to Canadian Securities Exchange (CSE) approval.

• Confirmation vs. New Information: The acquisition details were disclosed in the April 27 LOI announcement. Closing the deal on May 13 confirms execution but does not introduce fundamentally new terms or unexpected financial impacts relative to the previous announcement.
• Grade Significance: The acquired claims feature historical grades of 19.8 g/t Au, significantly higher than the Kena Project's historic resource grade of ~0.544 g/t Au. While this is positive for exploration potential, it relies on historical data rather than current NI 43-101 resources, limiting immediate materiality until drilling validates continuity.
• Market Pricing: The stock price rose from $1.55 (April 27) to $1.60 (May 12), indicating the market had already priced in the acquisition potential during the LOI phase. The finalization is a procedural milestone rather than a valuation shock.
• Capital Structure Impact: The deal includes share consideration and an NSR royalty, which adds minor dilution and future cash flow obligations but does not materially alter the balance sheet compared to the recent $800,000 financing.
• Rating Justification: Classified as Routine - Positive because it is a follow-up to a previously announced transaction (LOI) with known terms, confirming progress without exceeding prior expectations or introducing unforeseen risks/rewards.

• Company Profile: Upside Gold Corp. is a Canadian gold-copper explorer listed on the CSE (UG), Frankfurt Stock Exchange (47I), and OTCQB Venture Market (UGODF).
• Flagship Project: Kena Gold-Copper Property in southeastern British Columbia, within the historic "Kootenay Arc" district.
• Project Status: Early-stage exploration with a focus on expanding the historic resource base through drilling and data compilation.
• Historic Resource: Indicated: 32.1M tonnes @ 0.544 g/t Au; Inferred: 177.5M tonnes @ 0.486 g/t Au (May 2021 estimate).
• Exploration Focus: Systematic diamond drilling to test lateral extensions, depth potential, and new zones like the Kena Copper Zone and South Gold Zone.