Mr. Mark Bailey reports

NATION GOLD ANNOUNCES DEFINITIVE AGREEMENT FOR 100% ACQUISITION OF THE BONITO GOLD-SILVER PROJECT IN NEW MEXICO AND ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES OF UP TO $2.2 MILLION

Nation Gold Corp. has entered into a definitive mineral property purchase and sale agreement dated Feb. 3, 2026, with Cannon Bridge Capital Corp., Stream Metals LLC, Nation Gold U.S. Corp. (the company's wholly owned subsidiary) and an arm's-length individual for Nation Gold U.S. to acquire 100-per-cent ownership of the Bonito gold-silver project in the Nogal-Bonito mining district of New Mexico, United States. The Bonito project includes 25 unpatented mineral claims.

Project highlights

• Previous operators (Pioneer Metals and Placer Dome) have invested approximately $10-million (U.S.) in exploration work, including 3,000 metres in 75 drill holes of historical shallow drilling (1985 to 1989).
• Potential near-surface gold-silver system with no modern drilling since 1990. Gold-silver breccia pipes sitting above a potential copper-molybdenum porphyry system remains completed untested at depth below 120 metres
• New Mexico: Mining-friendly state, a leading jurisdiction in the United States with proven endowment of precious and base metal deposits and operating mines, and a long history of mineral exploration and development.
• Nearby infrastructure and direct paved and forest service road access direct to the project from the town of Ruidoso.
• As of a March, 2025, executive order, gold and silver are now considered strategic minerals by the federal government of the United States.

Mark Bailey, chief executive officer and director of the company, stated: "With the upward price trends in the gold and silver market, the Bonito project represents a compelling opportunity to potentially unlock value from a potentially large, underexplored gold-silver system. With Bonito, we believe we are acquiring a combination of potential scale, historical investment and geological upside with no drilling at depth below 120 metres. We believe the Bonito project has the potential hallmarks of a gold system-extensive breccia mineralization at surface, strong historical gold grades and a large, undrilled porphyry target at depth. In today's gold and silver price environment, the Bonito project represents an exciting opportunity for Nation Gold and our shareholders. The Bonito project hosts historical underground development, over 3,000 metres of historical drilling and multiple gold-bearing breccia zones that remain largely untested at depth. The acquisition of the Bonito project aligns with Nation Gold's strategy of acquiring overlooked but technically compelling gold assets in stable jurisdictions where modern exploration techniques can unlock discovery potential. Furthermore, the primarily share-based transaction allows us to conserve our treasury for a planned exploration program in 2026."

The company cautions that mineral exploration is speculative, and there is no guarantee that the company will be able to unlock value from the Bonito project or that the Bonito project will prove economically feasible.

Bonito project highlights

• Premier United States jurisdiction: Located in New Mexico, a mining-friendly state with infrastructure, road access, nearby power and a long history of precious metals production.
• Limited modern exploration and drilling: Last project work was completed in the early 1990s by Pioneer Metals and Placer Dome.
• Advanced historical work with validated asset: An estimated $10-million (U.S.) has been invested historically into the Bonito project to date, including drilling (reverse circulation, core diamond and rotary) focused on shallow oxides, underground development and technical studies by prior operators, including Pioneer Metals (1985 onward) and an option agreement with Placer Dome. As part of the option agreement with Pioneer Metals, Placer agreed to pay $2.4-million (U.S.) in cash upfront and complete $4.0-million (U.S.) in project expenditures.
• 75 holes over 3,000 metres of historical drilling: Drill highlights include:
  • 66 feet at 0.076 ounce/tonne Au and 2.10 oz/t Ag;
  • 150 feet at 0.043 oz/t Au and 2.36 oz/t Ag;
  • 100 feet at 0.063 oz/t Au and 2.31 oz/t Ag;
  • 148 feet at 0.036 oz/t Au and 1.237 oz/t Ag.
• Significant depth potential: The Bonito project has never been drill tested at depth (to 120 metres) and is interpreted to overlie a potentially large porphyry-style Cu-Au-Mo (copper-gold-molybdenum) system.
• Potential near-surface gold-silver system: Historical inferred mineral resource estimates outline approximately 3.6 million tons grading 0.058 oz/t gold within near-surface breccia zones.

About the Bonito project

The Bonito project is in the historic Nogal-Bonito mining district of Lincoln county, New Mexico, approximately 280 kilometres (175 miles) or a three-hour drive south-southeast of Albuquerque, New Mexico, and approximately 25 km (15 miles) northwest of the town of Ruidoso, New Mexico (estimated population of 8,000 people). The Bonito project is easily accessed from Ruidoso along two-to-four-lane paved roads (highways 38 and 48) and then subsequently along a well-maintained forest service road.

The Nogal-Bonito mining district was discovered in about 1863 and is estimated to have yielded approximately 150,000 ounces gold between 1865 to 1955 from three types of mineral deposits: (i) placer gold, (ii) Ag-Pb-Zn (silver-lead-zinc) (plus/minus gold, molybdenum) and Au-Ag fissure veins, and (iii) gold-bearing breccia pipe deposits.

The Bonito project is interpreted to represent a potentially large, gold-silver-dominant breccia-hosted system situated at the southern terminus of the Western North American porphyry belt, a prolific alkaline metallogenic trend that hosts several world-class porphyry copper-molybdenite-gold systems. Mineralization at Bonito is spatially associated with multiple hydrothermally altered breccia pipes and breccia bodies, which are recognized globally as important conduits for gold-rich hydrothermal fluids and are commonly developed above or peripheral to porphyry intrusions.

Historical exploration has identified extensive hydrothermal alteration, widespread oxidation near surface and multiple gold-bearing breccia zones that remain open along strike and at depth. Previous operators, including Pioneer Metals and Placer Dome, completed approximately 3,000 metres of historical drilling and underground development; however, the project has never been systematically drill tested below approximately 120 metres depth, and no modern geophysical surveys or deep drilling programs have been completed to evaluate the interpreted porphyry system at depth.

The near-surface oxidation profile observed across much of the project is considered favourable for potential low-cost, bulk-tonnage heap-leach gold extraction, subject to future metallurgical testing. Beneath the oxidized zone, geological mapping and historical reports suggest the presence of sulphide mineralization and porphyry-style alteration assemblages, indicating the potential for a vertically extensive mineralized system.

With more than three decades of exploration inactivity, extensive historical investment, and a geological setting consistent with large gold-copper systems elsewhere along the porphyry belt, the Bonito project represents an exciting opportunity in a mining-friendly United States jurisdiction, well positioned for modern exploration techniques to test both near-surface and deeper-seated mineralization.

Terms of the purchase agreement

Pursuant to the purchase agreement, Cannon Bridge has agreed to sell to Nation Gold U.S. its option to acquire the Bonito project, and Nation Gold U.S. will immediately thereafter exercise the option to acquire a 100-per-cent undivided interest in the mineral claims collectively known as the Bonito project from Stream Metals LLC, free and clear of all liens and encumbrances, subject to a 2-per-cent net smelter returns royalty in favour of Stream Metals LLC. An arm's-length individual will also transfer certain claims comprising the Bonito project to Nation Gold U.S. under the terms of the purchase agreement. As consideration for the acquisition, company shall issue an aggregate of 13 million common shares in the capital of the company to certain nominees determined by Cannon Bridge, at a deemed issue price of 20 cents per share and pay aggregate cash consideration of $300,000. The consideration shares will be subject to a statutory four-month hold period from the closing date under the purchase agreement, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange, as well as contractual lock-up periods of up to 18 months based on the following schedule:

1. 3.25 million consideration shares will have a hold period that expires four months from the closing date;
2. 3.25 million consideration shares will have a hold period that expires eight months from the closing date;
3. 3.25 million consideration shares will have a hold period that expires 12 months from the closing date;
4. 3.25 million consideration shares will have a hold period that expires 18 months from the closing date.

The cash consideration is payable under the purchase agreement as follows:

1. $25,000 which has been paid;
2. $175,000 payable on the closing date;
3. $100,000 payable on the date that is the later of: (i) Nation Gold U.S. receiving an initial drill permit on the Bonito project; and (ii) 18 months from the closing date.

There are no finders' fee payable in connection with the purchase agreement. The purchase agreement remains subject to certain conditions precedent, including approval by the exchange. The acquisition of the Bonito project is an arm's-length transaction for the purposes of the policies of the exchange.

Non-brokered private placement offering

The company also announces that it intends to complete a non-brokered private placement of common shares of the company to raise gross proceeds of up to $2.2-million by the issuance of up to 11 million shares at a purchase price of 20 cents per share.

The company may engage arm's-length finders to assist with locating purchasers for the offering. As consideration for the services provided by the finders, the company may pay cash finders' fees equal to up to 8 per cent of the gross proceeds raised from purchasers located by the finders and finder warrants equal to up to 8 per cent of the number of shares issued to purchasers located by the finders.

The company intends to use the proceeds of the offering for general working capital purposes.

The offering is subject to the policies of the exchange. The securities issued pursuant to the offering are subject to a four-month hold period in accordance with applicable securities laws and the rules of the exchange.

Certain insiders of the company may participate in the offering. The participation of insiders of the company in the offering will constitute related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Such insider participation is anticipated to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company's securities are not listed or quoted on any of the exchanges or markets outlined in Section 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the insiders will not exceed 25 per cent of the company's market capitalization.

Qualified person and disclosure

All scientific and technical information contained in this news release are historical in nature unless otherwise stated. The technical content contained in this news release has been prepared in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects (NI 43-101). The scientific and technical information contained in this news release has been reviewed and approved by Mark Bailey, PGeo, chief executive officer and director of the company and a qualified person (QP) as defined under National Instrument 43-101. Mr. Bailey is not independent of the company. Mr. Bailey has not verified the historical exploration data disclosed in this press release, including the sampling, analytical and test data, as such data is historical and the original data is not readily available. Certain historical mineral resource estimates and historical results referenced herein are historical in nature and should not be relied upon. A QP has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves, and Nation is not treating the historical estimates as current mineral resources.

About Nation Gold Corp.

Nation Gold is an exploration company based in Vancouver, B.C. The company recently announced a definitive agreement to acquire a 100-per-cent interest in the Bonito project in the Nogal-Bonito mining district of New Mexico, United States. The Bonito project was formerly in production in the late 1800s and has seen limited modern exploration, most recently in the 1980s and 1990s by Pioneer Metals and Placer Dome. The company is led by a team of mining, exploration and capital markets professionals focused on acquiring potential multimillion-ounce precious metals deposits in Tier 1 mining jurisdictions. The company also has a 100-per-cent interest in the Cattle Creek project located near Vernon, B.C.

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