Nation Gold Announces Amended Terms of Private Placement and Engagement of Momentum Public Relations Inc.

Executive Summary

• Nation Gold Corp. amended its non‑brokered private placement to raise up to $1.5 million (potentially $1.56 M with an additional 300,000 Units) at $0.20 per Unit.
• Each Unit consists of one common share and half a warrant exercisable at $0.25 for 24 months.
• The company entered into a six‑month consultancy agreement with Momentum Public Relations Inc., paying $12,500 + taxes per month plus 400,000 stock options as additional compensation.

Key Details

• Private Placement Terms
• Up to 7,500,000 Units at $0.20/Unit → gross proceeds up to $1,500,000.
• Each Unit = 1 common share + ½ warrant; warrants exercisable at $0.25 per share for 24 months.
• Optional increase: additional 300,000 Units, raising total possible gross proceeds to $1,560,000.
• Finder Compensation
• Cash fees up to 8 % of gross proceeds from finder‑sourced purchasers.
• Finder warrants up to 8 % of the number of Units issued to those purchasers.
• Closing Timeline
• Anticipated closing on or around March 13, 2026.
• Use of Proceeds
• Funds will be used for general working capital purposes.
• Securities Hold Period
• Issued securities subject to a four‑month hold period per Exchange rules and applicable securities laws.
• Consultancy Agreement with Momentum Public Relations Inc.
• Effective Feb 19, 2026, term of six months.
• Services: strategic business development, investor relations, dissemination of disclosed information, networking with investors/capital‑market participants.
• Compensation: $12,500 + taxes per month and 400,000 stock options to be granted within 15 days after the later of (i) completion of the Bonito Project acquisition and (ii) completion of the Private Placement.
• Stock Options: exercisable for one common share at a price set by the board; vesting 50 % at three months post‑grant, remaining 50 % at six months, contingent on continued service.
• Principal Contact
• Maxence Gagné‑Godbout, Momentum Public Relations Inc., Suite 109 – 137 St.-Pierre Street, Montreal, QC; Email: [email protected]; Phone: 450‑332‑6939.

Notable Quotes

“The amendment to our private placement provides us with the flexibility to secure additional capital needed to advance our exploration programs while maintaining a disciplined cost structure,” – Mark Bailey, CEO & Director, Nation Gold Corp.