Mr. Blair Naughty reports

NAUGHTY VENTURES CLOSES PRIVATE PLACEMENT OF FLOW-THROUGH UNITS

Naughty Ventures Corp. has closed its non-brokered flow-through private placement announced earlier this month and issued two million units at 10 cents per unit for gross proceeds of $200,000. Each FT unit consists of one common share issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one transferable common share purchase warrant. Each FT warrant entitles the holder to acquire one common share at a price of 15 cents per share for a period of 36 months from issuance. Pursuant to the applicable statutory hold period, all securities issued pursuant to this offering financing may not be transferred or sold until May 30, 2026.

Blair Naughty, chief executive officer and president of the company, subscribed for the entire private placement. On closing, Mr. Naughty's investment combined with his existing holdings will further increase his equity stake in the company, currently at 20.93 per cent to approximately 22.95 per cent.

Mr. Naughty is an insider of the company, and, as such, his participation in the private placement is a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as neither the fair market value of the shares to be purchased on behalf of Mr. Naughty nor the consideration to be paid by him exceeds 25 per cent of the company's market capitalization.

The proceeds from the sale of FT units will be used to incur eligible Canadian exploration expenses on the company's Canadian mineral properties, with all qualifying expenditures renounced to the subscriber, effective Dec. 31, 2026.

About Naughty Ventures Corp.

Naughty Ventures is a Canadian venture investment and mineral exploration company focused on early-stage mineral projects with significant discovery potential. Naughty Ventures is focused on acquiring, developing and strategically positioning mineral assets with strong value potential, as well as investing in private and public companies with significant potential, exceptional management and/or high-growth potential that may be strategically positioned in the global market. The company is committed to identifying and advancing the world's next great mineral assets.

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