Mr. Don Crossley reports

ACME ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Acme Gold Company Ltd., further to its news release dated Feb. 19, 2025, has closed its previously announced non-brokered private placement of 7,868,050 subscription receipts of Acme, on a postconsolidated basis, at a price of 40 cents per subscription receipt for aggregate gross proceeds of $3,147,220.

The financing is being conducted in connection with the company's proposed reverse takeover to acquire Canadian Global Energy Corp. (CGE), an arm's-length private oil and gas company.

Immediately prior to the transaction, on satisfaction of the escrow release conditions (as defined below), each subscription receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one unit of the resulting issuer, with each resulting issuer unit comprising one common share of the resulting issuer and one common share purchase warrant of resulting issuer. Each resulting issuer warrant will be exercisable to acquire one resulting issuer share at a price of 75 cents per share for a period of two years from the date of issuance, subject to adjustment in certain circumstances. Upon completion of the transaction and the listing on the TSX Venture Exchange, in the event that the moving volume weighted average trading price of the resulting issuer shares for any period of 20 consecutive trading days on the TSX-V equals or exceeds $1.50, the resulting issuer may, within 10 business days of the occurrence of such event, provide written notice to the holders of the resulting issuer warrants by way of a news release, accelerating the expiry date to the date that is 30 days following the date of such notice.

The gross proceeds of the financing have been deposited in escrow with Endeavor Trust Corp. as escrow agent, pending satisfaction of certain conditions, including, among others, the satisfaction or waiver of each of the conditions precedent to the transaction. Finders' fees of $146,040 cash and 126,900 common share purchase warrants will be paid in connection with the financing in accordance with the policies of the Canadian Securities Exchange. Each broker warrant will be exercisable to acquire one resulting issuer share at a price of 75 cents per share for a period of two years from the date of issuance, subject to adjustment in certain circumstances.

All securities issued in relation to the financing are subject to a hold period expiring four months and one day after the closing date, being July 5, 2025, in accordance with applicable securities laws.

Following the closing of the financing, if the escrow release conditions are not met on or before April 30, 2025, the subscription receipts will be cancelled and holders of subscription receipts will be returned a cash amount equal to the issue price of the subscription receipts.

Following the completion of the financing, the satisfaction of the escrow release conditions and the completion of the transaction, the resulting issuer anticipates it will use the proceeds of the financing, principally to meet the minimum listing requirements of the TSX-V, to conduct oil and gas exploration operations and exploration opportunities offshore of the Republic of Liberia, as well as for general corporate and working capital purposes.

For more information on the transaction, see the company's Nov. 5, 2024, Dec. 6, 2024, and Dec. 20, 2024, news releases, filed under its profile on SEDAR+.

We seek Safe Harbor.