Badger Capital Corp. and Tiger Gold Corp. Receive Conditional Acceptance of Qualifying Transaction and File Filing Statement

Executive Summary

• The TSX Venture Exchange conditionally approved the pending business combination between Tiger Gold Corp. and Badger Capital Corp., allowing the resulting entity to list on the exchange.
• The transaction is expected to close around December 16, 2025, after which the combined company will trade as “Tiger Gold Corp.” (ticker TIGR) beginning approximately December 19, 2025.
• The deal includes a 1‑for‑2 share consolidation of Badger’s shares and a name change to Tiger Gold Corp., with roughly 97.9 million new common shares to be issued to former Tiger shareholders.

Key Details

• Regulatory Approval: TSX Venture Exchange conditionally approved the transaction and the post‑closing listing of the combined entity’s common shares.
• Closing Timeline: Anticipated closing date – on or about December 16, 2025; trading under new name/symbol expected ≈ December 19, 2025.
• Amalgamation Structure:
• Subco (1551674 B.C. Ltd.), a wholly‑owned subsidiary of Badger, will amalgamate with Tiger to form “amalco,” which becomes a direct, wholly‑owned subsidiary of the Resulting Issuer.
• Share Exchange Ratio: Badger will issue 1 common share for each Tiger share held pre‑transaction; total shares to be issued ≈ 97,891,488.
• Share Consolidation: 1 post‑consolidation share of Badger for every 2 pre‑consolidation shares (½‑share rounding rules applied).
• New Identifiers: Post‑consolidation CUSIP 88673A108, ISIN CA88673A1084.
• Financial Summary (from Filing Statement):
• Tiger (FY ended July 31, 2025) – Net loss $2,059,635, assets $5,941,551, liabilities $3,061,890, equity $2,879,661.
• Miraflores Compania Minera SAS (9‑mo to Sep 30, 2025) – Net loss $172,612, assets $1,272,557, liabilities $3,602,135, equity $2,329,579.
• Andes Resources EP SAS (9‑mo to Sep 30, 2025) – Net loss $10,909, assets $6,965, liabilities $38,120, negative equity $(31,154).
• Recent Financing: Tiger previously closed a brokered private placement of subscription receipts raising approximately $16.3 million (announced Nov 18, 2025).
• Regulatory Waiver: Exchange granted waiver of sponsorship requirements under Policy 2.2.

Notable Quotes

(No direct quotes were included in the release.)