Mr. Gabriel Alonso-Mendoza reports

GAMMA RESOURCES ANNOUNCES $880,000 PRIVATE PLACEMENT WITH FULL WARRANT COVERAGE

Gamma Resources Ltd. intends to complete a non-brokered private placement of up to 11 million units at a price of eight cents per unit for gross proceeds of up to approximately $880,000 on terms structured to benefit both participating investors and existing shareholders. Each unit carries a full common share purchase warrant exercisable at 12 cents, and every security issued will be subject to a four-month-and-one-day hold period. As such, the financing will create no freely tradable stock at closing. Insiders of the company are expected to participate alongside new investors.

Concurrently and due to market conditions, the company has cancelled the non-brokered private placement first announced on July 20, 2026, which comprised a financing under the listed issuer financing exemption and a concurrent financing.

Highlights of the private placement:

• Full warrant coverage: Each unit includes one full common share purchase warrant, compared with one-half of one warrant under the cancelled LIFE financing.
• Lower warrant exercise price: Warrants are exercisable at 12 cents per common share for 36 months, compared with 15 cents under the cancelled LIFE financing, improving the terms of the warrant for participating investors.
• Substantially lower dilution: A maximum of 11 million units will be issued, compared with up to 28.5 million units across the two components of the cancelled offering, a reduction of more than 60 per cent in the maximum number of shares issuable.
• No free-trading overhang at closing: All securities issued under the private placement carry a four-month-and-one-day hold period. Securities issued under the cancelled LIFE financing would not have been subject to a hold period, and would have created up to 21 million freely tradable common shares on closing.
• Expected insider participation: Insiders of the company are anticipated to participate in the private placement alongside new investors on the same terms.
• Simplified execution: A single tranche on a single set of terms, with no offering document required, supports an efficient path to the anticipated closing on or about Aug. 27, 2026.
• Proceeds directed to exploration: Net proceeds are intended to advance exploration at the Mesa Arc project (4,520 acres, New Mexico) and the Green River project (1,100 acres, Utah), and for general working capital and corporate purposes.

"We went back to the drawing board on this financing to put both new investors and existing shareholders in a stronger position," said Gabriel Alonso-Mendoza, chief executive officer of Gamma Resources. "Participants receive a full warrant at 12 cents rather than a half warrant at 15 cents, and we are issuing well under half the units contemplated by the offering we cancelled. Every security sold carries a four-month hold, so this raise does not put free-trading stock into the market at closing. With insiders expected to participate alongside new investors, this is a tighter and better-aligned structure, and it funds our near-term priorities at Mesa Arc and Green River."

Terms of the private placement

The company intends to complete a non-brokered private placement of up to 11 million units at a price of eight cents per unit for gross proceeds of up to approximately $880,000. Each unit will consist of: (i) one common share of the company; and (ii) one common share purchase warrant, with each warrant entitling the holder to acquire one common share at a price of 12 cents for a period of 36 months from the date of issuance. Securities issued under the private placement will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

The units may be offered to purchasers resident in Canada pursuant to applicable prospectus exemptions under National Instrument 45-106 (Prospectus Exemptions) and may also be offered in the United States and other jurisdictions on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

Cancellation of previously announced offering

Due to market conditions, the company has cancelled in its entirety the non-brokered private placement announced in its news release dated July 20, 2026, "Gamma Announces $2.1 Million LIFE Private Placement Offering." That offering comprised two components: (i) the LIFE financing, of up to 21 million units at a price of 10 cents per unit for gross proceeds of up to approximately $2.1-million, each unit comprising one common share and one-half of one warrant exercisable at 15 cents for 36 months; and (ii) a concurrent non-brokered private placement of up to 7.5 million units at a price of 10 cents per unit for gross proceeds of up to approximately $750,000. No securities were issued under either component. The private placement described in this news release replaces that offering in full.

The company believes the private placement better balances the capital required to execute its near-term exploration priorities against the dilution borne by existing shareholders.

Use of proceeds

The company intends to use the net proceeds of the private placement to continue exploration at its Mesa Arc project in New Mexico and its Green River project in Utah, and for general working capital and corporate purposes. Exploration work will target claim expansion at both Mesa Arc and Green River, radon flux surveys and prospecting at Mesa Arc, and historic drill hole surveys at Green River. Programs at each property will ultimately guide drill planning and future exploration priorities.

Finders' fees, insider participation and other matters

The private placement is expected to close on or about Aug. 27, 2026, in one or more tranches, and remains subject to the approval of the TSX Venture Exchange. The company may pay finders' fees to eligible finders in connection with the private placement, subject to compliance with applicable securities laws and TSX-V policies. Such finders' fees may consist of: (i) a cash fee equal to up to 7.0 per cent of the gross proceeds of the private placement from investors introduced to the company by a finder; and (ii) non-transferable finders' warrants equal to up to 7.0 per cent of the aggregate number of units issued to those investors. Each finder's warrant will entitle the holder to purchase one common share at a price of eight cents per common share for a 24-month period from the date of issuance. The finders' warrants will be subject to a four-month-and-one-day hold period following the closing date.

It is anticipated that insiders of the company may participate in the private placement. Any units issued to insiders will be subject to a four-month-and-one-day hold period pursuant to applicable policies of the TSX-V. The issuance of units to any insiders will be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In respect of any such insider participation, the company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a), as the fair market value of such participation, insofar as it involves interested parties, is not expected to exceed 25 per cent of the company's market capitalization.

About Gamma Resources Ltd.

Gamma Resources is a United States-focused uranium exploration and development company advancing high-quality assets in the Mountain West region of the United States. The company's portfolio includes the Green River project in Utah, comprising 1,100 acres near prominent regional producers, and the Mesa Arc project in New Mexico, a strategic land position totalling 4,520 acres that includes historic uranium resources in the Chama basin. Management believes the company is well positioned to benefit from the policy and market tailwinds reshaping the U.S. nuclear landscape and to help meet growing demand with responsibly sourced, U.S.-based uranium supply.

Gamma trades on the TSX Venture Exchange, in the United States on the OTCQB and in Germany on the Frankfurt Stock Exchange.

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