Gemdale shares to begin trading on TSX-V Feb. 11

Executive Summary

• Gemdale Gold Inc. has received approval for its common shares to be listed on the TSX Venture Exchange, commencing trading under the ticker symbol "GEMG" on February 11, 2026.
• The listing is accompanied by the conversion of previously issued subscription receipts into 4,276,550 units at $1.00 per unit, generating gross proceeds of $4,276,550, which were held in escrow and have now been released.
• Concurrently, strategic investor Eldorado Gold Corp. has entered into an agreement to purchase 2,000,000 units at $1.20 per unit for gross proceeds of $2.4 million, conditional upon the TSX Venture listing.

Key Details

• TSX Venture Listing:
  • Ticker Symbol: GEMG.
  • Trading Commencement: Opening of the market on February 11, 2026.
  • Post-Listing Share Count: 21,102,722 common shares issued and outstanding.
  • Escrow/Resale Restrictions: 8,328,960 common shares subject to escrow or other resale restrictions per National Policy 46-201.
• Subscription Receipt Conversion Financing:
  • Structure: Previously issued subscription receipts automatically converted into units without additional payment.
  • Quantity: 4,276,550 units.
  • Price: $1.00 per unit.
  • Gross Proceeds: $4,276,550.
  • Unit Composition: One common share and one-half of one common share purchase warrant.
  • Warrant Terms: Each whole warrant exercisable at $1.30 per common share for 24 months from issuance.
  • Escrow Release: Proceeds were held in escrow pending customary conditions, which have been satisfied and released to the company.
  • Finder’s Fee: $15,660 paid to Leede Financial Inc., payable upon escrow release.
  • Broker Warrants: 15,660 broker warrants issued, each exercisable to acquire one common share.
• Strategic Investment (Eldorado Gold Corp.):
  • Agreement Date: January 15, 2026.
  • Investor: Eldorado Gold Corp.
  • Quantity: 2,000,000 units.
  • Price: $1.20 per unit.
  • Gross Proceeds: $2.4 million.
  • Unit Composition: One common share and one-half of one common share purchase warrant.
  • Completion Deadline: No later than February 15, 2026.
  • Conditions: Conditional upon the listing of common shares on the TSX Venture Exchange.
  • Fees: No finders' fees or commissions paid.
  • Use of Proceeds: Advancing exploration at principal properties and general corporate purposes.
• Company Background & Assets:
  • Focus: Gold and critical minerals in Finland.
  • Flagship Asset: Pontio gold project (western Finland).
  • Drilling History: Over 10,000 metres of drilling completed, primarily along the M2 trend, intersecting near-surface gold mineralization along a ~4 km strike length.
  • Other Projects: Isoneva (optioned to Nordique Resources), Lapland projects, Kumiseva (Cu-Ni-Pt-Pd), and Savo/Rantasalmi (historical inferred resource of 3.23M tonnes @ 2.7 g/t Au).

Notable Quotes

• "Listing on the TSX Venture Exchange is an important milestone for Gemdale... It is a natural progression, following several years operating as a private company, during which Gemdale, together with its partners, has invested approximately $13-million in advancing its mineral exploration properties... We believe the listing will enhance our visibility and access to the public capital markets as we continue to advance our exploration programs." — Patrick Chidley, Executive Chairman