Rottenstone Gold Inc. Provides Update Regarding Previously Announced Proposed Transaction

Executive Summary

• Rottenstone Gold Inc. executed a First Extending Amendment, pushing the closing date of its proposed royalty‑interest acquisition from Feb 28 2026 to Mar 31 2026.
• The CSE has determined the transaction constitutes a Change of Control and Fundamental Change, triggering listing‑policy requirements that may force the company to undertake a large dilutive financing or consider delisting.
• Shareholders approved a resolution permitting delisting; the board is evaluating delisting versus a required free‑trading financing to satisfy exchange criteria before the transaction can close.

Key Details

• Amending Agreement: Signed Feb 28 2026, extending definitive agreement closing date to Mar 31 2026 (First Extending Amendment).
• Regulatory Findings: CSE classifies the Proposed Transaction as a Change of Control and Fundamental Change; new listing criteria (public distribution thresholds, share‑ownership structure) will apply.
• Operational Restrictions: While listed, Rottenstone cannot change its name, shift business focus to royalties, or close the transaction without explicit CSE consent.
• Potential Dilutive Financing: To meet CSE requirements, the company may need a “material free‑trading financing” that could be dilutive to existing shareholders and approach or exceed current market capitalization. Proceeds would not fund the royalty acquisition directly.
• Shareholder Vote (Feb 26 2026): 99.71% of disinterested shareholders approved a resolution allowing the board to delist; the controlling shareholder’s vote was disenfranchised under CSE rules.
• Delisting Consideration: Delisting could reduce the need for an upfront large‑scale financing, simplify internal reorganizations, and enable completion of the royalty acquisition using shares without additional dilution.
• Current Trading Status: Common shares remain halted pending resolution of the regulatory and financing issues.
• Future Actions: Company will assess options (delisting, financing, special meeting) and provide updates; any eventual financing would be announced separately and is not a solicitation at this time.

Notable Quotes

“The Corporation is evaluating its options…including delisting to lessen the dilutive nature of an upfront large‑scale financing required by the Host Exchange.” – Nicholas Koo, Chief Financial Officer

All forward‑looking statements are subject to risks and uncertainties detailed in Rottenstone Gold’s public filings.