Mr. Noah Komavli reports

ASHLEY GOLD CORP ANNOUNCES UP TO $2,000,000 FLOW-THROUGH AND NON-FLOW-THROUGH PRIVATE PLACEMENT

Ashley Gold Corp. has arranged a non-brokered private placement financing for aggregate gross proceeds of up to $2-million.

Financing terms and use of proceeds

The offering will consist of the following units:

• Non-flow-through (NFT) units at a price of 6.5 cents per NFT unit for aggregate gross proceeds of up to $1-million: Each NFT unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the company at an exercise price of 12 cents for a period of 24 months from the closing date of the offering.
• Flow-through (FT) units at a price of eight cents per FT unit for aggregate gross proceeds of up to $1-million. Each FT unit will consist of one common share of the company issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of the company at an exercise price of 15 cents for a period of 24 months from the closing date of the offering.

The common shares issuable upon exercise of the warrants will be issued as non-flow-through common shares.

The gross proceeds from the sale of the flow-through units will be used to incur eligible Canadian exploration expenses within the meaning of the Income Tax Act (Canada), including exploration on high-priority targets in Ontario, winter drilling on the Tak property and further exploration on the company's Alto-Gardnar property. The company will renounce such qualifying expenditures to subscribers of the FT units with an effective date no later than Dec. 31, 2026, and will incur such qualifying expenditures on or before Dec. 31, 2027.

The gross proceeds from the sale of the NFT units will be used primarily for general working capital and administrative expenses, increased exposure through systematic marketing, and any opportunistic projects the company may determine to be synergistic with its current focus.

In connection with the offering, the company may pay finders' fees consisting of cash commissions of up to 8 per cent of the gross proceeds raised from purchasers introduced by eligible finders and issue finder warrants equal to up to 8 per cent of the number of units sold to such purchasers. Finder warrants, if issued, will be exercisable on the same terms as the applicable warrants issued under the offering, or on such other terms as may be approved by the company and accepted by the Canadian Securities Exchange.

All securities issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

The existing shareholder exemption and investment dealer exemption

The offering will be made available to existing shareholders of the company who, as of the close of business on Oct. 5, 2026, held common shares of the company and who continue to hold such common shares as of the closing date, pursuant to the prospectus exemption set out in British Columbia Instrument 45-534, Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders, and similar instruments in other jurisdictions of Canada.

The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person registered as an investment dealer in the jurisdiction.

If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the offering, the company intends to adjust the subscriptions received on a pro rata basis.

The company may also make the offering available to certain subscribers pursuant to British Columbia Instrument 45-536, Exemption From Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.

The offering is subject to all necessary regulatory approvals, including acceptance from the CSE.

About Ashley Gold Corp.

Ashley Gold is a Canadian mineral exploration company focused on acquiring and developing highly prospective gold and polymetallic deposits in Canada's top mining regions. The company's flagship assets are in the Dryden area in Ontario with 100-per-cent ownership in Burnthut and the Tak patents, Howie and Alto-Gardnar claims. In British Columbia, the company has optioned out the Icefield portfolio, which includes two highly prospective claim packages.

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