Mr. Matthew Roma reports

GOLDEN CROSS COMPLETES ACQUISITION OF AUSTRALIAN REEDY CREEK AND PROVIDENCE PROJECTS

Golden Cross Resources Inc. has completed its acquisition of the Reedy Creek and Providence gold projects in Victoria, Australia, from Great Pacific Gold Corp., as previously disclosed in the company's news releases dated Dec. 3, 2024, Feb. 13, 2025, March 12, 2025, and April 11, 2025.

In connection with the completion of the transaction (as defined herein), the company has applied to the TSX Venture Exchange to graduate from the NEX board of the exchange to become a Tier 2 mining issuer on the exchange. The common shares of the company are expected to commence trading on the exchange on April 21, 2025, under the ticker symbol AUX.

The company entered into a share purchase agreement dated effective Dec. 3, 2024, as amended on April 10, 2025, among the company, the vendor and 1513609 B.C. Ltd. (BC Subco), pursuant to which the company acquired 100 per cent of the issued and outstanding shares of BC Subco, which holds, through its Australian subsidiary, Providence Gold, a 100-per-cent beneficial interest in and to the project.

Pursuant to the terms of the definitive agreement, the company completed the transaction in consideration for:

• a non-refundable cash deposit of $500,000 paid to the vendor upon the execution of the definitive agreement (which was paid by 1512736 B.C. Ltd. (Fundco), as described below);

• a cash payment of $500,000 paid to the vendor on the closing date of the transaction;

• six million common shares issued to the vendor on the closing date.

In addition to the payments described above, the company will pay to the vendor the follow postclosing payments:

• In the event that the company publishes a technical report which establishes on the project a mineral resource in any combination of a measured, indicated, inferred resource, of at least one million ounces of gold and/or gold equivalent, the company will make a cash payment of $1-million to the vendor.

• In the event that the company enters into commercial production of gold ore or concentrate on the project, then the company will make a cash payment of $2-million to the vendor.

Prior to completion of the transaction, the company changed its name from Zincore Metals Inc. to Golden Cross Resources Inc. and consolidated its share capital on the basis of one postconsolidation common share in the capital of the company for every 2.5 preconsolidation common shares held. The new Cusip number of the common shares is 380887109 and the new ISIN number of the common shares is CA3808871097.

In connection with the transaction, the company paid a finder's fee of 850,000 common shares to an arm's-length finder.

On March 12, 2025, in connection with the transaction, the company completed a non-brokered private placement of 31,200,930 subscription receipts of the company at a price of 15 cents per subscription receipt for aggregate gross proceeds of $4,680,140.

Concurrent with the closing of the transaction, each subscription receipt was deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one common share, and the escrowed subscription funds were released to the company. In connection with the financing, the company paid finders' fees to eligible finders of approximately $173,978.

The net proceeds of the financing will be used to finance (i) expenses of the transaction and the financing, (ii) the exploration and development of the project and (iii) working capital requirements of the company following completion of the transaction.

Concurrent with the completion of the transaction, the company acquired 100 per cent of the issued and outstanding securities of Fundco. Fundco was established by certain investors to finance the deposit paid to the vendor on behalf of the company upon the execution of the definitive agreement and to finance other expenses relating to the transaction.

On Dec. 6, 2024, the company entered into a securities exchange agreement (SEA) with Fundco and each of the securityholders of Fundco. Pursuant to the SEA, all outstanding securities of Fundco were acquired by the company and exchanged for equivalent securities of the company on a 1:1 basis, such that the company issued to the holders of Fundco securities an aggregate of 4,856,667 common shares and 4,856,667 warrants to acquire common shares. Each warrant is exercisable at 25 cents per share for a period of 24 months from the date of issuance.

The Fundco acquisition constitutes a related party transaction (as such term is defined in the policies of the exchange) of the company, as associates (as such term is defined in the policies of the exchange) of Matthew Roma (chief executive officer and a director of the company), and Darryl Cardey (a director of the company), participated in the financing of Fundco and received an aggregate of 750,000 common shares and warrants to purchase 750,000 common shares pursuant to the Fundco acquisition. The participation of such associates in the Fundco acquisition, in each case, constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation requirement and the minority approval requirement set out in subsections 5.5(a) Fair Market Value Not More than 25% of Market Capitalization, and 5.7(1)(a) Fair Market Value not More than 25% of Market Capitalization, of MI 61-101, respectively.

In connection with the closing of the transaction, the company appointed Alan Till as the company's vice-president of exploration, and appointed Nicholas Rowley as an additional independent director. Following the completion of the transaction, the company's board of directors and officers are as follows: Matthew Roma (CEO and director), Cheryll Lingal (chief financial officer), Alan Till (VP exploration), Darryl Cardey (independent director) and Nicholas Rowley (independent director).

Pursuant to the transaction, Currawong Resources Pty. Ltd. transferred a 100-per-cent beneficial interest and all economic rights associated with the exploration licences comprising the project to Providence Gold Pty. Ltd., a wholly owned subsidiary of BC Subco (as defined above). A transfer of the registered title to the licences was lodged on Feb. 13, 2025. Pending ministerial approval and registration of the transfers, Currawong Resources holds the licences in trust for Providence Gold.

In connection with the transaction, the company completed a comprehensive due diligence review and obtained a legal opinion from its Australian counsel confirming Currawong Resources' 100-per-cent interest in the project. The company also considered operational factors and limitations typical of exploration-stage projects in Australia, including the requirement for landholder consents in certain freehold areas and the potential requirement for a cultural heritage permit under applicable legislation.

The table sets out the issued and outstanding share capital of the company on a non-diluted basis following the completion of the transaction, the financing and the Fundco acquisition.

Category of security              Number  Percentage      

Common shares held by the 
previously existing 
shareholders of the 
company (formerly Zincore 
Metals Inc.)                  17,453,270       28.91%
    
Common shares issued to 
the vendor                     6,000,000        9.94%
     
Common shares issued to 
former Fundco 
securityholders                4,856,667        8.05%     

Common shares issued to 
an arm's-length finder 
for the transaction              850,000        1.41%     

Common shares issued 
upon exercise of 
subscription receipts 
pursuant to the financing     31,200,930       51.69%    

Total:                        60,360,867         100% 

Concurrently with the completion of the transaction, the company granted 600,000 stock options to certain officers and consultants of the company. Each option is exercisable for one common share at an exercise price of 15 cents per common share for a period of five years from the date of grant. All options were granted pursuant to the company's 10-per-cent rolling option plan and are subject to the terms of the plan, the applicable grant agreements and the requirements of the exchange.

For additional details regarding the transaction and the project, please see the company's news releases dated Dec. 3, 2024, Feb. 13, 2025, March 12, 2025, and April 11, 2025, which are available under the company's SEDAR+ profile.

About Golden Cross Resources Inc.

Golden Cross Resources is Vancouver based and a high-grade gold explorer with its initial focus on the Reedy Creek project in Victoria, Australia.

We seek Safe Harbor.