Mr. Nasim Tyab reports

STOCKWORKS CLOSES PRIVATE PLACEMENT FINANCING

Further to its May 15, 2026, news release, Stockworks Gold Inc. has closed its 10-cent-per-unit private placement financing.

The company has issued 5,936,080 units, each unit consisting of one common share in the capital of the company and one-half common share purchase warrant, with each whole warrant being exercisable for one additional common share of the company at an exercise price of 15 cents per share for the first year from the date of issuance and 20 cents per share for the second year from the date of issuance, for aggregate gross proceeds of $593,608.

The financing is being effected with four insiders of the company subscribing for a total of $118,108 (1,181,080 units) -- that portion of the financing a related party transaction as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements set out in MI 61-101. The company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61- 101 in respect of the transaction as the fair market value of the transaction, insofar as it involves the interested party, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing: (i) neither the fair market value of the units nor the consideration received in respect thereof from the interested party exceeds $2.5-million; (ii) the company has one or more independent directors who are not employees of the company; and (iii) all of the independent directors have approved the transaction.

A cash finder's fee totalling $10,000 and 100,000 non-transferable broker warrants exercisable at 15 cents per share for the first year and 20 cents per share for the second year have been paid to a registered finder. An additional finder's fee of $23,440 and 234,400 finder units, with each finder unit consisting of one common share and one-half of a non-transferable share purchase warrant, each full warrant being exercisable at 15 cents per share for the first year and 20 cents per share for the second year from the date of issuance, has been paid to HAG Global Consulting GmbH.

All securities issued pursuant to the private placement are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and exchange policies.

The proceeds of the private placement will be used for general working capital, exploration expenditures and corporate purposes.

About Stockworks Gold Inc.

Stockworks is a publicly traded junior mining company that trades on the TSX-V under the symbol STW. The company is currently focused on its Pirenopolis gold project in Brazil.

We seek Safe Harbor.