Mr. Kelly Malcolm reports

BOREALIS ANNOUNCES CLOSING OF $10 MILLION BOUGHT DEAL OFFERING

Further to the press releases dated Feb. 3, Feb. 4 and Feb. 24, 2025, Borealis Mining Company Ltd. has completed the previously announced bought deal public offering, pursuant to which the company issued an aggregate of 17,857,150 units at a price of 56 cents per unit for gross proceeds to the company of $10,000,004. The company is further pleased to disclose the participation in the offering by Eric Sprott and Evanachan Ltd., a corporation beneficially owned and controlled by Robert McEwen.

The units were issued and sold pursuant to the terms of an underwriting agreement dated Feb. 7, 2025, among the company, Haywood Securities Inc., as lead underwriter and sole bookrunner, Red Cloud Securities Inc., and StephenAvenue Securities Inc.

Each unit consists of one common share of the company and one-half of one common share purchase warrant exercisable at a price of 78 cents per share for a period of 24 months following closing of the offering.

The net proceeds from the sale of the units will be used by the company to finance exploration and development at the company's gold projects in Nevada and for working capital and general corporate purposes.

The units were offered by way of short form prospectus in each of the provinces of Canada (other than Quebec), pursuant to National Instrument 44-101 (Short Form Prospectus Distributions). The units were also offered in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada and the United States as agreed, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. The offering remains subject to final acceptance of the TSX Venture Exchange.

In connection with the offering, the underwriters were paid an aggregate cash commission of $560,000.56, representing 6 per cent of the gross proceeds of the offering, subject to a 2-per-cent cash commission in respect of president's list subscribers. In addition, the underwriters were issued 1,000,001 compensation options, representing 6 per cent of the number of units sold pursuant to the offering, except for units sold to president's list subscribers, where the compensation options issued represent 2 per cent. Each compensation option is exercisable at the issue price for one share for a period of 24 months following closing of the offering.

An insider of the company acquired an aggregate of 1,785,700 units in the offering, which participation constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the insider, nor the consideration for the units paid by the insider exceeds 25 per cent of the company's market capitalization. The company did not file a material change report relating to the offering fewer than 21 days before completion of the offering, as it was not possible to do so to complete the offering in an expeditious manner.

Early warning report

Pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bids and Insider Reporting Issues), Evanachan, a corporation beneficially owned and controlled by Mr. McEwen, has informed the company it will be filing an early warning report pursuant to NI 62-103. Evanachan acquired 1,785,700 units in the context of the offering. Prior to the completion of the acquisition, Evanachan beneficially owned and controlled, directly or indirectly, an aggregate of 13,488,153 shares, representing approximately 16.20 per cent (at the time of filing of Evanachan's last early warning report in May, 2024, 17.29 per cent) of the company's shares on an undiluted basis.

Following the completion of the acquisition, Evanachan now beneficially owns and controls an aggregate of 15,273,853 shares and 892,850 warrants, representing approximately 15.11 per cent of the company's shares on an undiluted basis and approximately 15.85 per cent on a partially diluted basis.

The acquisition was completed for investment purposes. Evanachan may, depending on market and other conditions, or as future circumstances may dictate, from time to time, on an individual or joint basis, increase or dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold. In the future, Evanachan will evaluate its investment in the company from time to time and may, based on such evaluation and the market conditions and other circumstances, increase or decrease its securityholdings through market transactions, private agreements or otherwise.

The disclosure in this news release is being issued in accordance with National Instrument 62-103 in connection with the filing of an early warning report on the company's SEDAR+ profile by Evanchan. All the information in this section of the release was provided to the company by Evanchan. A copy of the early warning report can be obtained by contacting Tara Saratsiotis (150 King St. West, Suite 2800, Toronto, Ont., M5H 1J9) at 647-258-0395.

Furthermore, Borealis is pleased to welcome Mr. Sprott as a new insider following his company's participation in the offering. Borealis is grateful for his team's confidence, support and contributions as its operations continue to advance.

About Borealis Mining Company Ltd.

Borealis is a gold mining and exploration company focused on exploration and resumption of production of the Borealis mine in Nevada. The Borealis mine is a fully permitted mine site, equipped with active heap leach pads, an ADR facility and all necessary infrastructure to support a heap leach gold mining operation. In addition to the mine, the property, composed of 751 unpatented mining claims of approximately 20 acres each totalling approximately 15,020 acres and one unpatented mill site claim of about five acres located in western Nevada, is highly prospective for additional high-sulphidation gold mineralization. Borealis is led by a strong board and management team, many members of which have founded, managed and sold highly successful mining and exploration companies.

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