Mr. Clive Brookes reports

GOLDCANA COMPLETES ISSUANCE OF CONSIDERATION SHARES UNDER LA SARRE GOLD PROJECT OPTION AGREEMENT

Further to the news release of Sept. 2, 2026, Goldcana Resources Inc. has received the acceptance of the Canadian Securities Exchange for its option to acquire an up-to-100-per-cent interest in La Sarre gold project in the Abitibi greenstone belt of Quebec, and has issued 10 million common shares to the optionors under the option agreement dated Aug. 29, 2026, as amended.

The transaction

Under the option agreement with 1254704 B.C. Ltd., Glenn Griesbach and Junita Tedy Asihto (the optionors), Goldcana may earn an up-to-100-per-cent interest in the project. On closing, the company paid the optionors $200,000 in cash (including $25,000 paid on signing) and issued an aggregate of 10 million consideration shares, consisting of 4.5 million common shares to Glenn Griesbach, 4.5 million common shares to 1254704 B.C. Ltd. and one million common shares to Birch Cove Resources Inc. at the written direction of the optionors. Following the issuance, the company has 40,536,000 common shares outstanding.

The company has satisfied the initial cash and share issuance obligations required under the option agreement. Additional cash payment, exploration expenditure and milestone obligations remain to be completed in accordance with the option agreement.

The option agreement also provides for contingent milestone payments and a 3-per-cent gross revenue royalty in favour of the optionors, 2 per cent of which may be repurchased for $1-million. If the aggregate value of the consideration shares, based on the closing price on the day before issuance, had been less than $2.5-million, the company would have paid the shortfall in cash. No shortfall payment was required, as the closing price of the company's common shares on Sept. 25, 2026, was 40 cents per share.

La Sarre gold project

The project comprises 866 exclusive exploration rights covering approximately 48,615 hectares in the western Abitibi greenstone belt of Quebec. The project is an early-stage exploration property with no mineral resources, mineral reserves or production history. The company has acquired an option over the mineral claims only, and no patents, licences or permits are being acquired.

Consideration

The consideration, including the number of consideration shares, was determined through arm's-length negotiations between the company and the optionors. The company set the number of consideration shares by comparing the current and potential value of the project with that of its existing Triple F gold property, taking into account the project's size, its location in the western Abitibi greenstone belt along strike from Amex Exploration's Perron gold project and adjacent to Vior Inc.'s Ligneris project, and the historical exploration information described in the company's news release of Sept. 2, 2026. Mineralization on adjacent and nearby properties is not necessarily indicative of mineralization on the project. The option agreement fixes the share consideration at 10 million common shares at a deemed price of 25 cents per share, for an aggregate deemed value of $2.5-million. The further $2-million in cash payable under the option agreement is the agreed cash equivalent of deferred consideration formerly expressed as eight million common shares, and no optionor may receive common shares that would result in it, together with any person acting jointly or in concert with it, holding 20 per cent or more of the company's outstanding common shares. No formal valuation, fairness opinion or technical report was obtained.

Prior acquisition of the project by the vendors

The company has been advised that the optionors acquired the claims comprising the project by staking between 2020 and 2026, at an aggregate acquisition cost of approximately $200,000.

Prior to entering into the option agreement, the optionors granted an option over the project to 1336091 B.C. Ltd. under an agreement dated March 11, 2026, which was terminated on Aug. 11, 2026. Under the option agreement, Goldcana has agreed, subject to conditions, to reimburse 1336091 B.C. $100,000, being the initial cash payment made to the optionors under that agreement, and is not assuming any other obligation under it.

There is a material difference between the optionors' acquisition cost and the consideration payable under the option agreement. The optionors' cost is the cost of staking the claims. The consideration payable by the company was determined through arm's-length negotiations, and reflects, among other things, the size, exploration potential and strategic significance of the project.

Relationships

The optionors and Birch Cove Resources deal at arm's length with the company. None of them is a related party of the company, and there is no relationship between the company or any of its directors, officers or insiders, and any of the optionors or Birch Cove Resources Inc., or their respective directors, officers or insiders.

Resale restrictions

The consideration shares are subject to a statutory hold period under National Instrument 45-102 (Resale of Securities) expiring on Jan. 29, 2027. They are also subject to a voluntary lock-up under the option agreement, releasing 25 per cent on each of the dates that are six, 12, 18 and 24 months after the date of issuance.

In addition, the Canadian Securities Exchange has imposed an extended hold on the consideration shares. The extended hold ends on the later of: (a) 10 days after the technical report has been filed and announced by news release; and (b) the release dates under the voluntary lock-up. No consideration shares will be released from the extended hold earlier than six months after issuance and in any event not until at least 10 days have passed after the technical report has been filed and announced.

Early warning

Following the issuance, each of Glenn Griesbach and 1254704 B.C. Ltd. beneficially owns or controls more than 10 per cent of the company's outstanding common shares. Each will file an early warning report under National Instrument 62-103 on the company's SEDAR+ profile and will issue its own news release as required.

Capitalization

Following the issuance, the company has 40,536,000 common shares.

About Goldcana Resources Inc.

Goldcana is a Canadian mineral exploration company engaged in the identification, acquisition, exploration and advancement of mineral resource properties. The company holds options to acquire a 100-per-cent interest in the Triple F gold property in British Columbia and an up-to-100-per-cent interest in La Sarre gold project in Quebec.

We seek Safe Harbor.