Advanced Gold Announces Closing of Offering, Acquisition of Silver Belle Project and Vertical Amalgamation

Executive Summary

• Advanced Gold closed a non‑brokered private placement of 4,885,000 units at $0.20 per unit, raising gross proceeds of $977,000 for general corporate and working capital purposes.
• The transaction included issuance of common shares, half‑share purchase warrants (exercisable at $0.30 for two years), and broker warrants; a cash commission of $59,760 was paid to finders.
• Concurrently, the company issued 1,500,000 common shares as partial consideration for the Silver Belle Project acquisition and completed a vertical short‑form amalgamation with its wholly‑owned subsidiary Talisker Gold Corp., simplifying corporate structure without altering share capital.

Key Details

• Units Issued: 4,885,000 units @ $0.20 per unit → Gross Proceeds: $977,000.
• Unit Composition:
• 1 common share per unit.
• One‑half of a whole common‑share purchase warrant (exercise price $0.30, 2‑year term).
• Broker Warrants: 286,800 broker warrants issued; each allows purchase of one common share at $0.30 for two years from closing.
• Finder Compensation: Cash commission paid to eligible persons totaling $59,760.
• Statutory Hold Period: All securities subject to a four‑month plus one‑day hold period per applicable legislation.
• Use of Proceeds: General corporate and working capital purposes.

Related Party Transaction

• Insider subscribed for 150,000 units (≈25% of market cap threshold) under MI 61‑101 exemptions; no material change report filed due to timing considerations.

Silver Belle Project Consideration

• Issued 1,500,000 common shares to Stream Metals LLC and Kadenwood Development Corp. as partial payment for the Nevada Silver Belle property (agreement dated Feb 26, 2026).

Corporate Restructuring

• Effective 12:01 a.m. EST on March 17, 2026, completed a vertical short‑form amalgamation with wholly‑owned subsidiary Talisker Gold Corp.
• No new securities issued; share capital unchanged; subsidiary’s shares cancelled; assets and liabilities assumed by the parent.

Notable Quotes

“The closing of this private placement provides us with essential capital to advance our exploration programs while the amalgamation streamlines our corporate structure, reducing administrative costs and enhancing operational efficiency.” – Arndt Roehlig, President, CEO & Director

Materiality Assessment: Material – Positive (the financing and related transactions are significant for a junior exploration company’s liquidity and strategic positioning).