SOMA ANNOUNCES DEBT SETTLEMENT FOR SHARES

Executive Summary

• Soma Gold Corp. has agreed to settle $25,780,086 of existing debt by issuing 23,436,442 common shares at a deemed price of $1.10 per share to Conex Services Inc., a company controlled by director Glenn Walsh.
• The transaction increases Conex's ownership stake from approximately 41.74% to 51.36% of issued and outstanding shares, effectively granting Walsh control of the company and eliminating 100% of the Conex debt.
• The debt settlement significantly strengthens Soma's balance sheet, is classified as a related party transaction under MI 61-101, and remains subject to final TSX Venture Exchange approval with a four-month hold period on the issued shares.

Key Details

• Debt Settled: $25,780,086
• Shares Issued: 23,436,442 common shares
• Deemed Price: $1.10 per share
• Creditor/Recipient: Conex Services Inc. (owned and controlled by Glenn Walsh, a director of Soma)
• Pre-Transaction Ownership: Walsh/Conex beneficially owned 49,441,082 shares (~41.7% non-diluted, ~46.5% partially diluted)
• Post-Transaction Ownership: Walsh/Conex will indirectly own 72,877,524 shares (~51.4% non-diluted, ~55.3% partially diluted)
• Regulatory Classification: Related party transaction under Multilateral Instrument 61-101; exemptions from formal valuation and minority shareholder approval relied upon as consideration does not exceed 25% of market capitalization
• Regulatory Status: Subject to final approval by the TSX Venture Exchange
• Hold Period: 4 months under applicable securities legislation
• Strategic Rationale: Conex supports management's plan to increase production through new mine development and mineral sorting equipment, targeting a gold production ramp-up in 2027 and 2028
• Debt Origin: Originally incurred in connection with a previous debt restructuring

Notable Quotes

• Geoff Hampson, CEO: "We are grateful for the strong show of support from our major shareholder. Conex determined that management's plan to increase production through the development of new mines on the property and the installation of mineral sorting equipment, which is expected to drive a ramp-up in gold production in 2027 and 2028, makes the current valuation attractive. This transaction increases Conex's shareholding in Soma to 51.36% from 41.74% pre-conversion, eliminates 100% of the Conex debt, and dramatically strengthens our balance sheet."