Mr. Geoff Hampson reports

SOMA ANNOUNCES DEBT SETTLEMENT FOR SHARES

Soma Gold Corp. has agreed to settle $25,780,086 of debt through the issuance of common shares of the company. Pursuant to the debt settlement, the company will issue 23,436,442 shares at a deemed price of $1.10 per share to Conex Services Inc., a company owned and controlled by Glenn Walsh, a director of the company. The debt was originally incurred in connection with a previous debt restructuring.

Geoff Hampson, Soma's chief executive officer, stated: "We are grateful for the strong show of support from our major shareholder. Conex determined that management's plan to increase production through the development of new mines on the property and the installation of mineral sorting equipment, which is expected to drive a ramp-up in gold production in 2027 and 2028, makes the current valuation attractive. This transaction increases Conex's shareholding in Soma to 51.36 per cent from 41.74 per cent preconversion, eliminates 100 per cent of the Conex debt and dramatically strengthens our balance sheet."

The debt settlement was approved by the members of the board of directors of the company who are independent for the purposes of the debt settlement. No special committee was established in connection with the debt settlement.

The debt settlement remains subject to the final approval of the TSX Venture Exchange. The shares issued pursuant to the debt settlement will be subject to a four-month hold period under applicable securities legislation.

The debt settlement constitutes a related party transaction as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions, as the creditor is a control person and is owned and controlled by a director of the company. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof on the basis that neither the fair market value of the shares issued to the related party nor the consideration paid exceeds 25 per cent of the company's market capitalization.

Prior to the completion of the debt settlement transaction, Glenn Walsh, through the creditor, beneficially owned or controlled 49,441,082 shares, representing approximately 41.7 per cent of the issued and outstanding shares on a non-diluted basis or 46.5 per cent on a partially diluted basis assuming conversion of all convertible securities.

Following completion of the debt settlement, Mr. Walsh indirectly owns and exercises control over 72,877,524 shares, representing approximately 51.4 per cent of the issued and outstanding shares on a non-diluted basis or 55.3 per cent on a partially diluted basis assuming conversion of all convertible securities.

About Soma Gold Corp.

Soma Gold is a profitable mining company focused on gold production and exploration. The company owns over 430 square kilometres of mineral concessions along the prolific OTU fault in Antioquia, Colombia, and two fully permitted mills located within 25 kilometres of each other, with a combined milling capacity of 675 tpd (tonnes per day) and permitted expansion to 1,400 tpd. The El Bagre mill operates at 450 tpd and the El Limon mill restarted operations in Q3 2025. Internally generated funds are being used to finance a regional exploration program.

With a solid commitment to sustainability and community engagement, Soma Gold is dedicated to achieving excellence in all aspects of its operations.

The company also owns an exploration property near Tucuma, Para state, Brazil, that is currently under option to Ero Copper Corp.

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