Ms. Sophy Cesar reports

UPSIDE GOLD CORP. ANNOUNCES $5 MILLION BROKERED PRIVATE PLACEMENT

Upside Gold Corp. has entered into an agreement with Beacon Securities Ltd. to act as sole agent in connection with a best efforts private placement offering of a combination of up to 1.6 million non-flow-through (NFT) units at a price of $1.25 per NFT unit, up to 695,000 flow-through (FT) units at a price of $1.44 per FT unit and up to 1,153,000 premium flow-through units at a price of $1.735 per premium FT unit for aggregate gross proceeds of up to $5,001,255.

Each NFT unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each FT security will consist of one common share of the company and one-half of one warrant, each of which shall qualify as a flow-through share for the purposes of the Income Tax Act (Canada).

Each warrant will entitle the holder thereof to acquire one common share of the company at a price per warrant share of $1.80 for a period of 36 months from the closing date (as defined herein). At any time after four months from issuance of the warrants, if the common shares of the company trade on the Canadian Securities Exchange at a price of no less than $3 for 30 consecutive days, calculated on a daily volume weighted average basis, the company shall have the right, upon 30 days notice to the warrantholders, to accelerate the expiry date to a date at its discretion by issuing a news release to that effect.

The offered securities will be offered: (i) in each of the provinces of Canada; and (ii) to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the company and the agent, each acting reasonably, provided that no prospectus filing or comparable obligation arises and the company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

The offered securities may also be offered and sold in the United States to qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended) and to a limited number of institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 act), in each case by way of private placement pursuant to an exemption from the registration requirements of the 1933 act and pursuant to any applicable securities laws of any state of the United States. Any offered securities offered and sold in the United States shall be issued as restricted securities (as defined in Rule 144(a)(3) under the 1933 act).

An amount equal to the gross proceeds from the sale of the FT securities will be used by the company to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada) and British Columbia flow-through mining expenditures as defined in the Income Tax Act (British Columbia) related to the company's projects in British Columbia, Canada, on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the FT securities subscribers effective Dec. 31, 2026.

The offering is expected to close on or about June 11, 2026, and is subject to the company receiving all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. The offered securities and the warrant shares will be subject to a hold period under Canadian securities laws of four months after the closing date.

About Upside Gold Corp.

Upside Gold is a Canadian gold-copper exploration company that has entered into an option agreement to acquire a 100-per-cent interest in the Kena gold-copper project, located in southeastern British Columbia, approximately seven kilometres southwest of Nelson. The Kena project consists of 198 mineral claims covering 10,114.8 hectares, together with 11 Crown grants covering approximately 92 hectares.

The company is focused on advancing the Kena gold-copper project through systematic exploration and drilling programs.

The Kena project hosts a historical gold resource comprising an indicated mineral resource of 32,146,000 tonnes at an average grade of 0.544 gram per tonne (g/t) gold (Au) for 561,000 ounces of gold and an inferred mineral resource of 177,507,000 tonnes at an average grade of 0.486 g/t Au for 2.77 million ounces of gold. The historical resource estimate is disclosed in the technical report, entitled "NI 43-101 Resource Estimate for the Kena and Daylight Properties," prepared by Sue Bird, PEng, of Mose Mountain Technical Services, dated May 3, 2021, and filed on SEDAR+ on behalf of West Mining Corp..

A qualified person, as defined by National Instrument 43-101, has not done sufficient work to classify the historical estimate as current mineral resources and Upside Gold is not treating the historical estimate as current mineral resources. The historical estimate is provided for information purposes only and should not be relied upon. To upgrade the historical estimate as current mineral resource additional drilling needs to be completed. The historical estimate uses the categories set out in Section 1.2 of the National Instrument 43-101.

We seek Safe Harbor.