Mr. Hendrik van Alphen reports

GELUM CLOSES SHARE FOR DEBT TRANSACTION AND CONSOLIDATES SHARES ON A 4:1 BASIS

Gelum Resources Ltd., pursuant to its news release dated Dec. 19, 2025, on Dec. 29, 2025, completed the share-for-debt transaction, issuing 14,887,958 common shares at a deemed price of five cents in settlement of $744,397.87 in creditor debt and loans.

All share issuances to insiders of the company (Hendrik van Alphen, Sead Hamzagic and Marla Ritchie), constitute related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25 per cent of the company's market capitalization.

1:4 share consolidation

The company further reports that it plans to consolidate its common shares on a 1:4 basis, following which the issued and outstanding common shares will total approximately 15,494,319. The company's name and trading symbol will remain the same. Shareholder approval of the consolidation is not required under the policies of the Canadian Securities Exchange nor under the articles of the company.

The board of directors determined the consolidation is necessary in order for the company to raise capital and for new projects and working capital to maintain its CSE listing requirements.

The consolidation is subject to CSE review and approval. The company will obtain a new Cusip number/ISIN for its common shares as a result of the consolidation and will conduct a transmittal process for registered shareholders following the effective date of the consolidation.

About Gelum Resources Ltd.

Gelum Resources is a company led by seasoned management and advisers in the mining and financial sectors.

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