Mr. Denis Laviolette reports

PIRATE GOLD CORP. CLOSES BROKERED PRIVATE PLACEMENT FOR AGGREGATE GROSS PROCEEDS OF $13.6 MILLION

Pirate Gold Corp., further to its news release dated Oct. 1, 2026, has closed its previously announced brokered private placement. The offering was conducted pursuant to an agency agreement between the company, Canaccord Genuity Corp. and the syndicate of agents named therein.

Pursuant to the offering, the company has issued: (i) an aggregate of 48,277,000 flow-through (FT) common shares at a price of 21.5 cents per FT share, for gross proceeds of $10,379,555; and (ii) an aggregate of 13.05 million special flow-through (FT) common shares at a price of 24.75 cents per special FT share, for gross proceeds of $3,229,875, representing aggregate gross proceeds of $13,609,430. Each of the FT shares and special FT shares will qualify as a flow-through share for the purposes of the Income Tax Act (Canada).

Pursuant to the provisions in the Income Tax Act (Canada), the gross proceeds received by the company from the sale of the FT shares and the special FT shares will be used to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the Income Tax Act (Canada) on the Treasure Island project on or before Dec. 31, 2027, and the company will renounce all the qualifying expenditures in favour of the subscribers of the FT shares and the special FT shares with an effective date of no later than Dec. 31, 2026. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT share and special FT share purchased in an aggregate amount not less than the gross proceeds of the sale of the FT shares and the special FT shares and/or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.

In consideration for their services rendered in connection with the offering, the company paid to the agents a cash commission equal to 6.0 per cent of the aggregate gross proceeds raised in the offering and issued to the agents an aggregate of 3,679,620 non-transferable broker warrants, each exercisable to acquire one common share of the company at a price of 21.5 cents per common share for a period of 24 months following the closing of the offering.

All securities issued and issuable pursuant to the offering are subject to a statutory hold period expiring on Feb. 23, 2027, in accordance with applicable Canadian securities laws. The offering remains subject to the final approval of the TSX Venture Exchange.

About Pirate Gold Corp.

Pirate Gold is a Newfoundland-focused exploration company advancing its 100-per-cent-owned Treasure Island project, a district-scale property covering more than 90 kilometres of strike along the Valentine Lake fault zone. Exploration is focused on the high-grade Moosehead gold system, the Moby Dick copper-gold porphyry/epithermal discovery and multiple regional targets across the Crippleback intrusive suite. The company also holds a portfolio of Newfoundland gold projects, including the district-scale Fleur de Lys project.

We seek Safe Harbor.