File: Attachment Transcontinental Gold - news release - private placement and debt settlement August 18 2026.pdf

TRANSCONTINENTAL GOLD CORP.

890-580 Hornby St. Vancouver, BC V6C 3B6

NEWS RELEASE Transcontinental Gold Corp. Received TSX Venture Exchange Approval for Debt Settlement

August 18, 2026 Vancouver, British Columbia. Transcontinental Gold Corp. (TSXV:TCG.P)(the "Company"), a capital pool company, is pleased to announce that it has received approval from the TSX Venture Exchange (the "Exchange") for a debt settlement previously announced on June 3, 2026. However, whereas the June 3 announcement contemplated a settlement through the issuance of units, the Exchange does not permit a Capital Pool Company to grant warrants prior to the completion of a Qualifying Transaction. The parties agreed to amend the settlement accordingly and the Company has issued 523,000 common shares (the "Settlement Shares") to the creditor. The Settlement Shares are subject to restrictions on transfer ending four months and one day following the date of issuance.

With respect to the status on the private placement (the "Placement") that the Company also announced on June 3, 2026, the Company and the Subscriber have amended the terms of the Placement. Instead of units as originally announced, the Subscriber has subscribed to purchase 5,000,000 common shares (the "Shares") at a price of $0.08 per Share for gross proceeds of $400,000. The Placement is currently before the Exchange for conditional approval. The Placement will create a new Control Person for the Company and that aspect remains conditional on approval by both the Exchange and the disinterested shareholders of the Company.

Assuming the Company receives all the approvals to close on the Placement, the Shares will be deposited into escrow under the terms and conditions of a CPC Escrow Agreement.

The Company confirms that, at this time, it does not have an Agreement in Principle concerning that acquisition of assets that would constitute the Company's Qualifying Transaction.

The Company intends to use the proceeds from the Offering for general and administrative expenses and to seek out assets for the purpose of undertaking its Qualifying Transaction. Please note that none of the proceeds from the Offering will be used to pay outstanding debt without the prior approval of the Exchange.

On behalf of the board of

TRANSCONTINENTAL GOLD CORP.

Per: "Wenhong Jin"

Wenhong Jin

President, CFO and Director

For further information, please contact:

Contact Name: Lily Liu Telephone email: Transcontinentalgold@gmail.com Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.