Mr. Noah Komavli reports

ASHLEY GOLD CORP. CLOSES FIRST TRANCHE OF $1.45 MILLION FLOW-THROUGH AND NON-FLOW-THROUGH PRIVATE PLACEMENT

Ashley Gold Corp. has closed the first tranche of its previously announced non-brokered private placement of flow-through units and non-flow-through units for aggregate gross proceeds of $1,446,186.49.

Due to strong investor interest, the company has increased the maximum size of the flow-through portion of the offering from $1-million to $1.3-million. The non-flow-through portion of the offering remains unchanged at up to $1-million, resulting in an increased maximum aggregate offering of up to $2.3-million. The company may complete one or more additional tranches of the offering, subject to applicable regulatory approvals.

Financing terms and use of proceeds

The first tranche of the offering consisted of the issuance of:

• A total of 5,867,484 non-flow-through units (the NFT units) at a price of 6.5 cents per NFT unit for gross proceeds of $381,386.49. Each NFT unit consists of one common share of the company and one-half of one non-transferable common share purchase warrant. Each whole warrant issued as part of an NFT unit entitles 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.
• A total of 13.31 million flow-through units (the FT units) at a price of eight cents per FT unit for gross proceeds of $1,064,800.00. Each FT unit consists of one common share of the company issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one non-transferable common share purchase warrant. Each whole warrant issued as part of an FT unit entitles 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.

The company issued an aggregate of 19,177,484 NFT units and FT units in the first tranche. 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 FT 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, systematic marketing activities, and potential project opportunities consistent with the company's business objectives.

In connection with the first tranche of the offering, the company paid aggregate cash finders' fees of $93,918.20 and issued 1,214,680 finder warrants to eligible finders. Each finder warrant is exercisable to acquire one common share of the company at an exercise price of 6.5 cents or eight cents per share, as applicable, for a period of 24 months from the closing date. In addition, the company paid a corporate finance fee of $30,000 to one finder for their assistance in connection with the offering.

All securities issued in connection with the first tranche of the offering are subject to a statutory hold period of four months and one day from the date of issuance, expiring on Feb. 20, 2027, in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange. The offering remains subject to final acceptance of the Canadian Securities Exchange.

Issued and outstanding shares

Following completion of the first tranche of the offering, the company has 120,753,470 common shares issued and outstanding.

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.

We seek Safe Harbor.