Mr. Geoff Hampson reports

SOMA GOLD ANNOUNCES US$10 MILLION NON-DILUTIVE SILVER ROYALTY TRANSACTION TO FUND GROWTH STRATEGY

Soma Gold Corp. has entered into a definitive royalty agreement with Silver Crown Royalties Inc. (the purchaser) pursuant to which Silver Crown will acquire a silver royalty over Soma's Cordero mine and the past-producing La Ye and Los Mangos mines, associated with concessions L5682005 and R57011C4 in Antioquia, Colombia.

Under the terms of the transaction, Soma will receive aggregate cash proceeds of $10-million (U.S.), subject to the terms and conditions of the definitive agreement, in exchange for granting the purchaser a royalty exclusively on payable silver mined from the project, subject to allowable deductions and settled in cash equivalent. The first tranche of $3-million (U.S.) is to be paid on closing, which is expected to occur on or about Nov. 30, 2026, with the second tranche of $7-million (U.S.) payable within 10 business days following the discharge of the company's existing financing security over the project and the registration of first-ranking security, subject to applicable pari passu rights and with Silver Crown discharging the security upon delivery threshold (defined below), in favour of the purchaser. The company expects to complete the discharge and Silver Crown's registration by Dec. 31, 2026.

The transaction provides Soma with non-dilutive capital through the monetization of a byproduct while maintaining a defined scope for the royalty and preserving the company's broader portfolio of mineral properties and processing infrastructure. The proceeds are intended to support Soma's operational priorities, continued development of its Colombian production platform and pursuit of additional growth opportunities.

Transaction highlights:

• Non-dilutive capital: provides for aggregate cash consideration of $10-million (U.S.);
• Monetization of a byproduct: unlocks value from silver, a byproduct of Soma's gold production, which represents approximately 1 per cent of the company's continuing revenue profile, providing an alternative source of capital while maintaining the strategic focus on Soma's core gold business;
• Ring-fenced royalty exposure: limits Silver Crown's royalty interest to payable silver mined from the project. The royalty does not extend to other mineral properties or processing facilities owned by Soma or its affiliates or to third party ore processed at those facilities, subject to the terms of the definitive agreement;
• Defined delivery threshold and long-term structure: a defined stepdown mechanism and time limitation, together with a residual royalty on payable silver mined from the project, reduce the long-term economic impact of the royalty over the remaining life of the project;
• Preservation of broader growth potential: retains Soma's ability to advance other mineral properties, expand processing activities and pursue opportunities across its Colombian portfolio outside the defined royalty area;
• Flexible capital financing strategy: demonstrates Soma's ability to evaluate alternative financing structures that monetize defined commodity interests to support growth while preserving flexibility across the broader business.

"This transaction allows us to unlock value from silver, a byproduct for Soma, without diluting our shareholders," said Julian Storz, vice-president, business development, of Soma. "The $10-million (U.S.) in proceeds is expected to provide us with meaningful capital to advance our operational priorities and pursue growth, while the royalty remains limited to a defined area and preserves the broader value and growth potential of our Colombian portfolio, including our other mineral properties and processing facilities.

"Just as importantly, it highlights an alternative financing strategy for how Soma can fund its growth in the future. We will continue to look for creative, non-dilutive ways to finance the development and expansion of our production platform in Colombia."

Royalty terms

Until payment of the second tranche, the purchaser will be entitled to 30 per cent of the royalty otherwise payable under the transaction, with the full royalty entitlement becoming effective upon payment of the second tranche. If the company's existing financing security over the project has not been discharged by Dec. 31, 2026, the purchaser may require the company to repurchase the royalty in accordance with the terms of the definitive agreement.

Subject to the foregoing, until Silver Crown has received the cash equivalent of an aggregate of 305,500 ounces of payable silver, subject to applicable deductions (the delivery threshold), Soma will be required to make cash payments equivalent to, for each calendar quarter, the greater of:

1. 90 per cent of payable silver produced from the project during the applicable quarter;
2. the applicable minimum quarterly delivery requirement.

The minimum delivery schedule is as follows:

• Q4 2026: 5,500 ounces;
• 2027: 30,000 ounces, being 7,500 ounces per quarter;
• 2028: 60,000 ounces, being 15,000 ounces per quarter;
• 2029: 60,000 ounces, being 15,000 ounces per quarter;
• 2030: 60,000 ounces, being 15,000 ounces per quarter;
• 2031: 60,000 ounces, being 15,000 ounces per quarter;
• Q1 2032: 15,000 ounces;
• Q2 2032: 15,000 ounces.

The 2026 minimum delivery is conditional on closing occurring on or before Nov. 30, 2026.

Deliveries in excess of the applicable minimum requirements will count toward satisfaction of the delivery threshold. If the delivery threshold is satisfied before the end of the scheduled delivery period, the remaining minimum delivery obligations will automatically terminate.

Following satisfaction of the delivery threshold, the royalty will continue for the life of the project as a 7.5-per-cent NSR (net smelter returns) royalty on all payable silver mined from the project.

For all purposes of the royalty, the cash-equivalent value of payable silver will be determined by reference to the LBMA (London Bullion Market Association) silver price, less allowable deductions, as further specified in the definitive agreement.

Strategic rationale

Geoff Hampson, Soma's chief executive officer, stated: "This transaction reflects Soma's strategy of unlocking value from its existing asset base through alternative, non-dilutive financing structures while preserving capital allocation flexibility across its broader portfolio. By monetizing a defined byproduct revenue stream, Soma accesses meaningful growth capital to fund the development of new mines and other sources of mill feed, without issuing dilutive equity. Limiting the royalty to payable silver mined from the project, the transaction also defines the scope while preserving the company's ability to develop and operate other mineral properties and processing activities without extending the royalty to unrelated production. The transaction represents more than a source of growth capital: It demonstrates an approach to financing growth that seeks to balance immediate funding requirements with the preservation of long-term strategic flexibility across Soma's broader portfolio."

In addition, Peter Bures, Silver Crown's chairman and CEO, said: "We are excited to pursue this growth opportunity with Soma Gold. We believe this is a win-win transaction for both parties' shareholders. We look forward to executing and growing together with Soma Gold."

Closing and definitive documentation

The transaction is subject to customary closing conditions. The definitive agreement will govern further details regarding the royalty, including quarterly delivery mechanics, valuation methodology and allowable deductions. A work fee of $75,000 (U.S.) will be payable by the company to the purchaser at closing.

Subject to receipt of the required approvals and satisfaction or waiver, where permitted, of the closing conditions, the transaction is expected to close on or about Nov. 30, 2026. The second tranche will be payable within 10 business days following the discharge of the company's existing financing security over the project and the registration of first-ranking security in favour of the purchaser. The company expects to complete such discharge and registration by Dec. 31, 2026.

About Soma Gold Corp.

Soma Gold is a mining company focused on gold production and exploration. The company owns two adjacent mining properties in Antioquia, Colombia, with a combined milling capacity of 675 tonnes per day (permitted for 1,400 tonnes per day). The El Bagre mill is currently operating and producing. 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.

We seek Safe Harbor.