Mr. Kelly Malcolm reports

BOREALIS ANNOUNCES CLOSING OF GOLD BULL RESOURCES ACQUISITION

Further to Borealis Mining Company Ltd.'s press release dated Dec. 10, 2024, the company has closed its acquisition of Gold Bull and its advanced Sandman gold project.

Transaction highlights

• Transaction delivers Borealis shareholders a highly advanced and robust Nevada gold project with a projected low capex (capital expenditure) and extremely high IRR (internal rate of return) and NPV (net present value) based on the 2023 preliminary economic assessment (PEA), which is highly sensitive to gold prices, that adds to Borealis's future production profile.
• Large and underexplored Sandman land package provides exploration upside opportunity with a number of untested geophysical and geochemical targets.
• The Borealis mine and Sandman projects are synergistic in that the Borealis ADR facility can be used to process loaded carbon from the Sandman project as proposed in the 2023 PEA, which dramatically lowers capex and permitting risks.
• Additionally Big Balds project provides an early stage exploration project proximal to the operating Bald Mountain gold mine, near Elko, Nev.

Kelly Malcolm, president and chief executive officer of Borealis, stated: "This acquisition marks a major milestone for Borealis, significantly enhancing our future production profile with the addition of the high-quality Sandman gold project. By leveraging the synergies between Borealis and Sandman, we are not only strengthening our Nevada asset base but also optimizing capital efficiency and accelerating our path to meaningful gold production. With a robust portfolio of advanced and exploration stage projects, Borealis is well positioned to deliver long-term value for our shareholders in one of the world's most prolific jurisdictions. We welcome the new shareholders to the Borealis journey and look forward to advancing Sandman towards a feasibility study and eventual gold production."

Transaction details

The transaction was completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) as contemplated in the arrangement agreement dated Dec. 9, 2024, between Gold Bull and Borealis, and was approved by Gold Bull shareholders at Gold Bull's annual general and special meeting which took place on Feb. 28, 2025.

Each common share of Gold Bull was acquired and exchanged for 0.93 common share of Borealis resulting in the issuance of 14,048,403 Borealis shares to former Gold Bull shareholders. In addition, Borealis issued an aggregate of 1,302,000 options to acquire Borealis shares in exchange for the issued and outstanding options to acquire Gold Bull shares. The issued and outstanding warrants to acquire Gold Bull shares have become exercisable to acquire 4,503,846 Borealis shares, in accordance with the terms of such warrants.

Upon completion of the transaction, existing Borealis and Gold Bull shareholders own approximately 86 per cent and 14 per cent of Borealis, respectively. There were no finders' fees payable pursuant to the transaction.

The Gold Bull shares are expected to be delisted from the TSX Venture Exchange as of the close of trading on or around March 14, 2025. Borealis will apply for Gold Bull to cease to be a reporting issuer under applicable Canadian securities laws.

Information regarding the procedure for the exchange of Gold Bull shares for Borealis shares is provided in Gold Bull's management information circular dated Jan. 24, 2025, related to Gold Bull's annual general and special meeting. The circular and accompanying letter of transmittal are available under Gold Bull's SEDAR+ profile.

The listing of the Borealis shares issued in the context of the transaction has received final approval of the TSX-V.

Early warning report

Pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bids and Insider Reporting Issues (NI 62-103), Borealis has filed an early warning report. Borealis acquired 15,105,810 Gold Bull shares in the context of the transaction. Prior to the completion of the acquisition, Borealis did not beneficially own or control, directly or indirectly, any Gold Bull shares. Following the completion of the acquisition, Borealis now beneficially owns and controls an aggregate of 15,105,810 representing all issued and outstanding Gold Bull shares.

The acquisition was completed for investment purposes in connection with the transaction. Borealis will seek the delisting of the Gold Bull shares from the TSX-V and apply to cease Gold Bull's reporting issuer status under Canadian securities laws.

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 Gold Bull's SEDAR+ profile by Borealis. A copy of the early warning report can be obtained by contacting Kelly Malcolm (410 West Georgia St., fifth floor, Vancouver, B.C., V6B 1Z3), at 289-371-3371.

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.

We seek Safe Harbor.