Ms. Wendy Chan reports

GOLD OROGEN CLOSES $0.96 MILLION FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND ISSUES SHARES FOR DEBT SETTLEMENT ARRANGEMENT

Gold Orogen Resources Corp. has closed the first tranche of its previously announced non-brokered private placement financing offering of up to $1.5-million. The company will issue 12,015,000 non-flow-through (NFT) units at a price of eight cents per NFT unit for gross proceeds of $961,200. Each NFT unit will comprise one common share and one common share purchase warrant. Each warrant shall entitle the holder to purchase one additional common share of the company at an exercise price of 10 cents for a period of 36 months from the date of issuance.

Gold Orogen Resources intends to use the net proceeds of the offering to finance its commitment under the Acadian Gold joint venture, to advance continuing exploration and development activities, and for general working capital.

At the McIntyre Brook gold property, which is adjacent to the Kinross-Puma joint venture project, a trenching and field program will be undertaken to further refine drill targeting from last year's progress. At the Riley Brook property, the company's inaugural exploration program of soil sampling and trenching will focus on high-priority tungsten and antimony targets in the southwestern portion of the property in New Brunswick.

Insider participation

The company's chair of the board and two senior officers subscribed for a total of 2,875,000 NFT units of the first tranche of the offering for gross proceeds of $230,000. The company has relied on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

All securities issued under the offering are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities laws. The completion of the offering's first tranche is subject to the final acceptance of the Canadian Securities Exchange.

In connection with the issuance of the NFT units under the offering, the company paid finders' fees of $14,640 in cash and issued 183,000 finders' warrants to eligible finders. Each finder's warrant is exercisable at a price of 10 cents per share for the purchase of one common share for a period of 36 months from the date of issuance.

The company may accelerate the expiry date of the warrants and finders' warrants with 30 days notice, if the company's common shares have a minimum closing price of 25 cents for a period of 10 consecutive trading days.

The company anticipates to close a tranche of flow-through units as part of the offering before the end of this month. The company may also pay finders' fees in connection with this or additional tranches of the offering to eligible finders in accordance with policies of the CSE and applicable securities laws.

Shares-for-debt arrangement closing

Concurrent with the offering, pursuant to a previously announced shares-for-debt (SFD) arrangement to settle $700,000 of debt owed to former parent company Lode Gold Resources Inc., the company has issued 8.75 million common shares at a price of eight cents to Lode Gold. This arrangement clears up a significant portion of the company's outstanding liabilities on its balance sheet. After the closing of the SFD arrangement and the above-noted offering tranche, Lode Gold will have a strategic equity stake of 13.5 per cent in Gold Orogen.

About Gold Orogen Resources Corp.

As the resulting issuer of the February, 2026, reverse takeover of Great Republic Mining by Gold Orogen Exploration Corp. (formerly named 1475039 B.C. Ltd. and a subsidiary of Lode Gold), Gold Orogen is an early-stage exploration pure play with interests in quality assets in Yukon and New Brunswick, Canada. Optionality exists as assets are diversified on two mineral belts that are known to have prolific gold endowment.

New Brunswick assets

During late 2024, the Acadian Gold joint venture was formed between subsidiary company 1475039 and the company's 19.9-per-cent strategic investor to create one of the largest land packages in New Brunswick, consisting of an area spanning 445 square kilometres (km) with a 44 km strike. The McIntyre Brook and Riley Brook properties sit on a highly prospective belt that has seen many exciting discoveries, including Dalradian, New Found Gold and Calibre Mining. The Kinross-Puma joint venture project surrounds McIntyre Brook.

Yukon assets

The Golden Culvert/WIN properties sit on the southern end of the Tombstone belt, which, in recent years, has seen extensive exploration success. It has reduced intrusion-related gold systems (RIRGS) targets and sedimentary-hosted orogenic mineralization. Over 4,500 metres (m) have been drilled, with 50-gram-metre intercepts. This is not a true width calculation as the true attitude of the mineralized body is unknown at this time.

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