Mr. Timothy Turner reports

BOCANA RESOURCES CORP. ANNOUNCES DEFINITIVE TERM SHEET FOR PROPOSED ACQUISITION BY LONDON GOLD LLC

Bocana Resources Corp. has entered a proposed transaction pursuant to which a newly formed entity controlled by London Gold that is expected to be listed on the United States Nasdaq Exchange (NewCo) will acquire all of the issued and outstanding shares of the company (which for certainty shall include the underlying assets and intellectual property of the company), in a transaction to be undertaken together with London Gold LLC (Bocana and London Gold, together, the parties). It is anticipated that NewCo will be listed on the U.S. Nasdaq Exchange prior to completion of the acquisition of the company, subject to satisfaction of applicable listing requirements and regulatory approvals.

The definitive term sheet, negotiated and executed by the parties on July 14, 2026, is intended to create a larger and more diversified mining development platform. The parties believe the proposed transaction, if completed, is well positioned to advance the exploration and production of several mining projects and to create long-term value for shareholders.

On completion of the proposed transaction, the company, together with its shareholders, will receive total consideration of $25-million (U.S.), comprising a combination of cash and stock of NewCo with such stock valued at the market price of such shares immediately prior to closing, or by such other valuation mechanism as may be agreed by the parties in a definitive agreement.

In connection with the proposed transaction, London Gold will provide Bocana with additional capital of approximately $1.23-million (U.S.) on or before July 31, 2026, subject to the satisfaction of applicable closing conditions. This additional capital is intended to secure deposits and provide working capital for the due diligence review of several of the company's prospective projects of interest for the mutual benefit of the parties. The company intends to enter into a memorandum of understanding or letter of intent to secure each project, complete the necessary due diligence and then execute definitive agreements with each project owner.

Under the terms of the term sheet, the company has granted London Gold a period of exclusivity of 90 days from the date of the term sheet, during which the company has agreed not to solicit, encourage, negotiate or enter into discussions with any third party concerning the sale of its shares, business, intellectual property or mining assets without the prior written consent of London Gold.

It is anticipated that members of the company's management will form part of NewCo's management team, and the company will act as operator for each of the successfully acquired projects. Concurrent with the above, the parties are working toward executing a definitive agreement that reflects the terms of the proposed transaction.

Completion of the proposed transaction remains subject to customary conditions, including, without limitation, completion of due diligence, negotiation and execution of definitive documentation, receipt of all required shareholder approvals, and receipt of all required regulatory approvals, including approval of the TSX Venture Exchange, as applicable. There can be no assurance that the proposed transaction will be completed on the terms currently contemplated, or at all.

If a definitive agreement is executed, the company expects it will be required to hold a special meeting of its shareholders to approve the proposed transaction. The proposed transaction is subject to receipt of the foregoing approvals and other customary closing conditions. The terms and conditions of the proposed transaction are expected to be disclosed in greater detail in a management information circular for the special meeting. Following execution of the definitive agreement, the circular will be mailed to the company's shareholders.

No third party finder's fee is expected to be payable in connection with the proposed transaction.

Further information regarding the proposed transaction will be provided in future releases. The company's common shares will remain halted until further transaction details are available and subject to the exchange's approval.

About Bocana Resources Corp.

Bocana is a mineral exploration company focused on acquiring, exploring and developing mineral properties in North and South America. Bocana, through its wholly owned subsidiary, Huiracocha International Service SRL, holds a 100-per-cent working interest in the mineral properties known as the Escala area concessions located in the Department of Potosi, Sud Lipez province, Bolivia, as awarded by Comibol.

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