Ms. Sophy Cesar reports

UPSIDE GOLD CORP. ANNOUNCES CLOSING OF $5 MILLION BROKERED PRIVATE PLACEMENT

Upside Gold Corp. has closed the brokered private placement previously announced on May 21, 2026, for aggregate gross proceeds of $5,137,600. Beacon Securities Ltd. acted as sole agent and bookrunner in connection with the offering.

Pursuant to the offering, the company issued 1.6 million non-flow-through units at a price of $1.25 per NFT unit, 1,215,000 flow-through units at a price of $1.44 per FT unit and 800,000 premium flow-through units at a price of $1.735 per premium FT unit.

Each NFT unit consists of one common share of the company and one-half of one common share purchase warrant of the company. Each FT security consists 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 entitles 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 of the offering. 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 providing notice to the warrantholders by way of press release announcing that such trading target has been achieved, provided that the accelerated expiry date falls on the earlier of: (i) the 30th day after the company provides notice to the warrantholders of its intention to accelerate the expiry date; and (ii) the expiry date.

The offered securities were offered: (i) in each of the provinces of Canada; and (ii) to eligible purchasers resident in jurisdictions other than Canada that were mutually agreed to by the company and the agent.

The offered securities were also offered and sold in the United States to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) 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 were issued as restricted securities (as defined in Rule 144(a)(3) under the 1933 act).

The offered securities and warrant shares will be subject to a four-month hold period under Canadian securities laws. Closing of the offering is subject to final approval of the Canadian Securities Exchange.

In consideration for the services provided by the agent in connection with the offering, the agent received a cash fee in the amount of $308,256 and 216,900 compensation options. Each compensation option will entitle the holder thereof to purchase one common share at an exercise price equal to $1.25 until June 12, 2028.

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 B.C. 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.

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 gold 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 Moose 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 NI 43-101. The assumptions used are outlined in Bird 2021 and are provided as follows.

1. Resources are reported using the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and were estimated using the 2019 CIM Best Practices Guidelines.

2. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

3. The mineral resource has been confined by a "reasonable prospects of eventual economic extraction" pit using the following assumptions: $2,000 (U.S.) per ounce. Gold at a currency exchange rate of 77 U.S. cents per $1 (Canadian); 99.95 per cent payable Au; $4.30-per-ounce-gold off-site costs (refining, transport and insurance); a 3-per-cent net smelter return royalty; and uses a 88-per-cent metallurgical recovery for gold.

4. Pit slope angles are assumed at 45 degrees.

5. The specific gravity of the deposit has been assigned as 2.8 based on sg measurements in the Kena deposit.

We seek Safe Harbor.