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BGX -- Black Gold Exploration Corp (2)
Symbol BGX
Shares Issued 17,173,839
Close 2026-02-20 C$ 0.045
Market Cap C$ 772,823
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BGX -- Black Gold issues 116,000 shares for debt

2026-02-20 18:16 ET - News Release

Subject: BGX Black Gold Exploration Corp. Closes Shares for D ebt Settlement Word Document

File: '\\swfile\EmailIn\20260220 150902 Attachment 20260220 BGX News Release - Share for Debt Closing.docx'

BGX - Black Gold Exploration Corp. Closes Shares for Debt Settlement

VANCOUVER, BC, February 20, 2026 - BGX - Black Gold Exploration Corp. (the "Company" or "BGX") (CSE: BGX) (FRE: BLGX) announces that it has closed the debt settlement transaction announced on February 6, 2026, whereby the Company agreed with certain of its creditors (the "Creditors") to issue an aggregate of 116,000 common shares (the "Settlement Shares") in exchange for outstanding accounts payable (the "Shares for Debt Transaction") in the aggregate amount of CAD$58,000 (the "Debt"). The Settlement Shares were issued at a price of $0.50, in accordance with the policies of the Canadian Securities Exchange (the "CSE").

The Company is completing the Shares for Debt Transaction to improve its financial position by reducing its existing liabilities. All Settlement Shares will be subject to a four-month and one-day hold period. No new control person of the Company will be created pursuant to the Shares for Debt Transaction.

The Shares for Debt Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as it is anticipated that Francisco Gulisano (CEO of BGX), will be issued Settlement Shares in connection with the debt settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the forgoing insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to improve its financial position by reducing its existing liabilities.

On behalf of the Company,

Francisco Gulisano

236-266-5174

Chief Executive Officer

About BGX

BGX - Black Gold Exploration Corp. (CSE: BGX) (FRE: BLGX) is an oil and gas exploration company dedicated to creating shareholder value through the acquisition, exploration and development of oil and gas projects. BGX currently has assets in Argentina and the United States. For more information visit: https://www.bgxcorp.com.

Forward-Looking Statements

This news release contains certain forward-looking statements. The use of the word "expected", "projected", "pursuing", "plans" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this news release include statements regarding the Consolidation and the timing and consequences thereof. The forward-looking statements are made as at the date hereof and the Company disclaims any intent or obligation to publicly update any forward-looking statements, where because of new information, future events or results, or otherwise, except as required by applicable securities laws.

Neither the CSE nor the CSE's Regulation Services Provider (as that term is defined in the policies of the CSE) accept responsibility for the accuracy of this release.

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