Mr. Geoff Balderson reports

ALERIO GOLD CLOSES PRIVATE PLACEMENT AND ANNOUNCES PROPOSED DEBT SETTLEMENT

Alerio Gold Corp. has closed its previously announced non-brokered private placement as described in the news release on May 16, 2025, resulting in the issuance of 24.55 million units at a price of two cents per unit for gross proceeds of $491,000. Each unit will consist of one common share in the capital of the company and one-half of one share purchase warrant. Each whole warrant will entitle the holder thereof to acquire one additional share at a price of five cents per share, for a period of 24 months from the closing date.

In connection with the offering, the company paid aggregate cash finders' fees of $9,920 to eligible arm's-length finders. The company intends to utilize the net proceeds from the offering for exploration expenditures and general working capital.

Pursuant to applicable securities laws, all securities issued under the private placement are subject to a statutory hold period until Oct. 24, 2025. The company has entered into debt settlement agreements with certain creditors to settle an aggregate of $420,000 through the issuance of 21 million units at a deemed price of two cents per unit. Each debt settlement unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable into one common share at a price of five cents per share for a period of two years from the date of issuance.

In addition, the company proposes to settle a further $185,000 in outstanding debt, including amounts owing under the previously issued promissory notes, through the issuance of 185 unsecured convertible notes at a price of $1,000 per convertible note. The convertible notes will mature two years from the date of issuance and will bear interest at a rate of 5 per cent per annum. The principal and the accrued interest will be convertible, at the option of the holder, into units of the company at the deemed conversion price of two cents per unit. Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at five cents per share for a period of two years from the closing date.

The securities to be issued under the debt settlement units and convertible notes will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. Pursuant to the policies of the Canadian Securities Exchange, the debt settlement of units and convertible notes transactions will close five business days from the date of the news release.

Multilateral Instrument 61-101 disclosure

Raymond Van Empel, a shareholder of the company holding more than 10 per cent of the outstanding common shares, participated in the private placement, the proposed debt settlement and the issuance of convertible notes. Lee Garber, a director of the company, participated in the issuance of convertible notes. The participation of these individuals constitutes a related party transaction under MI 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, the related parties exceeds 25 per cent of the company's market capitalization.

About Alerio Gold Corp.

Alerio Gold is a mineral exploration and development company in the business of acquiring and exploring gold properties, with a focus in Guyana, South America. The company currently has 100-per-cent interest in two properties located in Guyana.

We seek Safe Harbor.