Advanced Gold closes $977,000 private placement

Executive Summary

• Advanced Gold Exploration Inc. closed a non-brokered private placement raising $977,000 in gross proceeds through the issuance of 4,885,000 units.
• The company acquired the Silver Belle gold project in Nevada by issuing 1.5 million common shares to the vendors as partial consideration.
• A vertical short-form amalgamation with wholly-owned subsidiary Talisker Gold Corp. was completed to simplify the corporate structure, with no change to the company's share capital or listing status.

Key Details

• Financing Structure: Closed non-brokered private placement of 4,885,000 units at $0.20 per unit for aggregate gross proceeds of $977,000.
• Warrant Terms: Each unit comprises one common share and one-half of one common share purchase warrant; warrants are exercisable at $0.30 per share for a period of two years from issuance.
• Hold Period: All securities issued are subject to a statutory hold period of four months plus one day in accordance with applicable securities legislation.
• Use of Proceeds: Funds allocated for general corporate and working capital purposes.
• Broker Compensation: Paid $59,760 in cash commissions and issued 286,800 broker warrants (exercisable at $0.30 per share for two years from closing).
• Related Party Transaction: Insider subscribed for 150,000 units; company relied on MI 61-101 exemptions (sections 5.5(b) and 5.7(1)(a)) due to non-listed status and insider participation not exceeding 25% of market capitalization. No material change report was filed 21 days prior to closing to expedite the offering.
• M&A (Silver Belle Project): Acquired the Silver Belle project in Eureka County, Nevada, pursuant to a Feb. 26, 2026 purchase agreement with vendors Stream Metals LLC and Kadenwood Development Corp., issuing 1.5 million common shares as partial consideration.
• Amalgamation Details: Completed vertical short-form amalgamation with Talisker Gold Corp. effective March 17, 2026. No new securities issued; share capital remains unchanged. All subsidiary shares cancelled, with assets, liabilities, and obligations assumed by the parent company. Purpose is to simplify corporate structure and reduce administrative costs. Shares continue to trade on the Canadian Securities Exchange.