Mr. Denis Laviolette reports

PIRATE GOLD ANNOUNCES UP TO $15 MILLION BROKERED FLOW-THROUGH PRIVATE PLACEMENT

Pirate Gold Corp. has entered into an engagement letter with Canaccord Genuity Corp., pursuant to which Canaccord Genuity and a syndicate of agents will act as agents in connection with a best-effort private placement by the company of: (i) flow-through common shares of the company at a price of 21.5 cents per flow-through share; and (ii) special flow-through common shares of the company at a price of 24.75 cents per special flow-through share, in any combination, for aggregate gross proceeds of up to approximately $15-million. Each of the flow-through shares and special flow-through shares will qualify as a flow-through share for the purposes of the Income Tax Act (Canada).

In addition, the company has granted the agents an option to sell up to $2.25-million of additional offered securities on the same terms and conditions, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the offering. The agents' option may be exercised for flow-through shares or special flow-through shares or a combination thereof (as agreed between the company and the agents) at the respective offering prices.

The offering is expected to close on or about Oct. 22, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The offered securities will be subject to a hold period of four months and one day from the closing of the offering.

The company will use any amount equal to the gross proceeds received by the company from the sale of the flow-through shares and the special flow-through shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) on the Treasure Island project on or before Dec. 31, 2027, and renounce all the qualifying expenditures in favour of the subscribers of the flow-through shares and the special flow-through shares with an effective date of no later than Dec. 31, 2026. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each flow-through share and special flow-through share purchased in an aggregate amount not less than the gross proceeds of the sale of the flow-through shares and the special flow-through shares and/or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.

The proposed offering is expected to provide additional flow-through financing for eligible exploration expenditures on the Treasure Island project, with the objective of maintaining an active drilling program into the spring of 2027 while preserving the company's treasury of approximately $8-million. Drilling continues at Moby Dick and Moosehead with three rigs active, a 4,345-line-kilometre airborne mobile MT (magnetotelluric) survey is under way across the Crippleback intrusive suite aiming to provide copper-gold porphyry targets at depth, the barge-mounted rig is testing beneath the man-made Crippleback Lake testing the heart of Moby Dick, and exciting advancements from the 2026 field program has generated additional copper-gold porphyry drilling targets at Coronation Lake and Clipper Brook, which are permitted for their first drilling in over 50 years.

About Pirate Gold Corp.

Pirate Gold is a Newfoundland-focused exploration company advancing its 100-per-cent-owned Treasure Island project, a district-scale property covering more than 90 kilometres of strike along the Valentine Lake fault zone. Exploration is focused on the high-grade Moosehead gold system, the Moby Dick copper-gold porphyry/epithermal discovery and multiple regional targets across the Crippleback intrusive suite. The company also holds a portfolio of Newfoundland gold projects, including the district-scale Fleur de Lys project.

We seek Safe Harbor.