Blue Star Gold Announces Third Tranche Issuance of Shares Pursuant to Loan Agreement

Executive Summary

• Blue Star Gold Corp. issued a third and final tranche of 98,452 common shares to Dr. Georg Pollert at a deemed price of $0.37 per share, completing the share bonus component of a loan agreement.
• The underlying loan totals $2,537,434 (original principal $2,435,542 plus accrued interest $101,892.40) with a three‑year term and 3 % annual interest.
• Shares are subject to a four‑month‑plus hold period under Canadian securities laws; the transaction relied on MI 61‑101 exemptions because it does not exceed 25 % of market capitalization.

Key Details

• Loan Agreement: Principal $2,435,542; accrued interest $101,892.40; total loan $2,537,434; term three years; interest rate 3 % per annum.
• Share Bonus Structure: Total of 295,354 shares to be issued in three equal tranches of 98,451‑98,452 shares each.
• Third Tranche Issuance: 98,452 shares issued on October 24 2025 at a deemed price of $0.37 per share (aggregate nominal value ≈ $36,427).
• Previous Tranches: First tranche of 98,451 shares issued on October 25 2023; second tranche of 98,451 shares issued on October 25 2024.
• Hold Period: Shares subject to a four‑month and one‑day hold period pursuant to Canadian securities laws and the Exchange Hold Period.
• Related‑Party Transaction: Issuance qualifies as a related‑party transaction under MI 61‑101; exemptions invoked under sections 5.5(a) and 5.7(a) because consideration does not exceed 25 % of market cap.
• Purpose: The share issuance satisfies the loan bonus obligation to Dr. Pollert, a director and controlling shareholder, completing the agreed‑upon financing arrangement.

Notable Quotes

(No direct quotes were included in the release.)