DRC Gold issues 25 million shares to Vertex

• DRC Gold Corp. (formerly AJN Resources Inc.) issued 25 million common shares to Vertex Wealth Ltd. at a deemed price of $0.195 per share, totaling approximately $4.875 million in value.
• This issuance is pursuant to an amended binding term sheet regarding the option to acquire up to 65% indirect interest in the Giro gold project and up to 65% interest in the Nizi gold project in the Democratic Republic of Congo (DRC).
• The amendment effective date was May 8, 2026, with shares restricted from trading until September 15, 2026.
• This follows a February 24, 2026 announcement where DRC Gold granted an option to acquire these interests, requiring an initial issuance of 25 million shares and potential subsequent issuance of up to 325 million shares upon shareholder approval.
• The Okote Gold Project in Ethiopia remains on hold indefinitely due to regional security concerns as noted in the February update.

• Expected Execution: The share issuance was explicitly outlined in the February 24, 2026 news release ("Initial issuance of 25 million shares... upon signing a formal option agreement"). Therefore, this announcement is largely anticipated and does not introduce new asset upside surprises.
• Dilution Risk: Shares were issued at $0.195, which is below the recent market trading range (approx. $0.24 in May 2026). This discount issuance dilutes existing shareholders without immediate cash proceeds to the company, as shares were used for asset acquisition consideration rather than financing.
• Counterparty Shift: The February news indicated initial issuance to Amani Consulting and/or Mabanga Mining Sarl, whereas this release specifies Vertex Wealth Ltd. While the project parties remain the same, the change in share recipient structure warrants scrutiny regarding potential related-party transactions or undisclosed strategic backing.
• Overhang Potential: The February announcement noted a total potential dilution of 350 million shares (25M initial + 325M subsequent). This creates significant long-term overhang risk if shareholder approval is sought for the remaining tranche, potentially triggering a change-of-control filing and trading halt.
• Asset Progress: The deal moves forward on the Giro and Nizi projects, which are located in high-grade greenstone belts (Kibali/Kilo Moto). However, the Okote project in Ethiopia remains inactive, reducing the company's immediate operational footprint to DRC assets only.

• Company: DRC Gold Corp. (Ticker: DRC on CSE). Formerly AJN Resources Inc., name change effective January 26, 2026.
• Flagship Projects:
  • Giro Gold Project: Located within the Kilo Moto Greenstone Belt in the DRC (~497 km²). Contains Kebigada and Douze Match deposits. Near the Kibali Mine (major producer).
  • Nizi Gold Project: 113 km² licence PE 5110 in Ituri District, DRC. Includes historic King Leopold underground mine with up to seven quartz gold veins.
• Development Status: Option agreements granted for majority interests (up to 65%). Initial share issuance completed. Due diligence and negotiation ongoing.
• Other Assets: Okote Gold Project (Ethiopia) placed on hold indefinitely due to security concerns.