Mr. Stuart Olley reports

JESMOND ANNOUNCES PROPOSED QUALIFYING TRANSACTION; ENTERS INTO AGREEMENT TO ACQUIRE OPTION OVER SONEVA GOLD PROPERTY IN FINLAND

Jesmond Capital Ltd. has entered into a binding option acquisition agreement dated Sept. 13, 2026, with Westgold Metals Corp. with respect to a transaction whereby Jesmond will acquire all of Westgold's right, title, benefit and interest in and to the option to acquire a 100-per-cent undivided interest in the Isoneva gold property located in the municipality of Reisjarvi, Finland. The Isoneva gold property comprises three exploration permits, covering approximately 1,145 hectares in aggregate.

The option was granted under an option agreement dated effective June 25, 2025, between Westgold and Gemdale Gold Inc.

Members of Jesmond's founding group have experience founding, financing and developing mining companies and projects, including in Finland through Rupert Resources Ltd. Jesmond intends to draw on that experience in assembling the management team and board of directors of the resulting issuer and advancing the Isoneva gold property.

Jesmond is a capital pool company as defined in the policies of the TSX Venture Exchange, and the transaction is intended to constitute Jesmond's qualifying transaction under Exchange Policy 2.4 (Capital Pool Companies).

The transaction

Under the terms of the agreement, Westgold will sell, assign and transfer to Jesmond the option, information that Westgold holds for the Isoneva gold property and the benefits of all qualifying exploration expenditures under the option incurred to date, and Jesmond will be required to make cash payments and issue securities as follows:

1. Closing consideration: At the closing of the transaction, Jesmond will:
   1. Issue 1,075,000 common shares in the capital of Jesmond to Westgold at a deemed price of 10 cents per transaction share, representing approximately 9.9 per cent of Jesmond's issued and outstanding common shares immediately after such issuance and before giving effect to the concurrent financing described below;
   2. Pay Westgold $250,000 in recognition of amounts previously expended by Westgold in respect of the Isoneva gold property; and
   3. Reimburse Westgold for the 52,197.87 euros paid by Westgold in connection with satisfying the first $600,000 exploration expenditure milestone under the underlying option agreement;
2. Payment upon exercise of the option: If and when Jesmond exercises the option under the underlying option agreement, Jesmond will pay Westgold an additional $325,000 within three business days following exercise of the option. This payment will not become payable unless the option is exercised.

The transaction shares will be deposited into voluntary escrow. Of the transaction shares, 107,500 transaction shares will be released at closing, and the remaining 967,500 transaction shares will be released in six equal quarterly instalments on the dates that are three, six, nine, 12, 15 and 18 months following closing.

From the date of the agreement until the earlier of closing and termination of the agreement, Jesmond will be responsible for reasonable and documented amounts required to maintain the underlying option agreement, the option and the Isoneva gold property in good standing.

Completion of the transaction is subject to a number of conditions, including completion of the concurrent financing; receipt of all required exchange, regulatory, shareholder (if applicable) and third party approvals and consents; and the resulting issuer satisfying the exchange's applicable initial listing requirements for a Tier 2 mining issuer under exchange Policy 2.1, including the public float requirements.

The agreement may also be terminated by either party if closing has not occurred by Dec. 31, 2026, subject to the terms of the agreement.

Upon completion of the transaction, the resulting issuer is expected to be classified as a Tier 2 mining issuer engaged in the exploration and development of the Isoneva gold property, subject to confirmation by the exchange. The Isoneva gold property is an exploration-stage property with no current mineral resources or mineral reserves and no production, operating income, cash flow or revenues. There can be no assurance that a mineral resource or an economically viable mineral deposit will be established on the Isoneva gold property.

Underlying option terms

At closing, Westgold will assign the underlying option agreement and the option to Jesmond, and Jesmond will assume the obligations arising under it.

Westgold has paid the aggregate $100,000 of cash payments required to date under the underlying option agreement. Westgold has also advised Jesmond that the first $600,000 exploration expenditure milestone has been satisfied and that the option remains in good standing, subject to confirmation from Gemdale at closing.

To exercise the option, Jesmond will be required to:

1. Incur remaining aggregate exploration expenditures of $2.4-million before the option period under the underlying option agreement expires; and
2. Before that option period expires, at Gemdale's election:
   1. Pay Gemdale $1-million in cash; or
   2. Issue to Gemdale $4-million worth of common shares, valued at the higher of the 20-day volume-weighted average trading price and the lowest price permitted by the applicable stock exchange, subject to a 19.99-per-cent ownership limitation and a cash top-up for any balance that cannot be satisfied through the issuance of shares.

If Gemdale elects to receive the $1-million cash payment, additional contingent payments will become payable following exercise of the option, consisting of:

• $500,000 following the announcement of an aggregate 500,000-ounce gold or gold equivalent mineral resource on the Isoneva gold property in the measured or indicated categories;
• $1-million following the announcement of an aggregate one-million-ounce gold or gold equivalent mineral resource on the Isoneva gold property in the measured or indicated categories; and
• $1.5-million following the announcement of the completion of a positive feasibility study for the Isoneva gold property.

In each case, the payments are payable in accordance with the terms of the underlying option agreement. The underlying option agreement states that the contingent payment amounts are not cumulative and provides, as an example, that, if the initial mineral resource exceeds one million ounces, the aggregate cash payment then payable is $1.5-million.

Upon Jesmond satisfying the applicable cash or share consideration and exploration expenditure requirements and exercising the option, a 100-per-cent undivided interest in the Isoneva gold property will vest in Jesmond, subject to a 2.0-per-cent net smelter return royalty in favour of Gemdale.

Jesmond will have a one-time right, exercisable when the option is exercised, to reduce the NSR royalty from 2.0 per cent to 1.5 per cent by paying Gemdale $2-million. Jesmond will also have the right at any time to reduce the NSR royalty to 1.0 per cent by paying Gemdale $3-million, or to 0.5 per cent if Jesmond has also exercised the $2-million royalty reduction right.

Gemdale will initially act as operator of the Isoneva gold property and, subject to the terms of the underlying option agreement, will undertake exploration activities directed and financed by Jesmond. Gemdale will be entitled to an operator's fee equal to 10 per cent of qualifying exploration expenditures, reduced to 8 per cent for qualifying exploration expenditures exceeding $1-million in a calendar year.

Concurrent financing

In connection with the transaction, Jesmond intends to complete a concurrent equity financing. The size, structure and other terms of the concurrent financing have not yet been finalized, and will be announced in a subsequent news release.

Jesmond expects that the net proceeds of the concurrent financing will be used to finance the cash payments required at closing, transaction expenses, the exploration program to be recommended in the technical report prepared in connection with the transaction and general working capital.

Trading halt

Trading in the common shares is currently halted in connection with the announcement of the transaction and is expected to remain halted until completion of the transaction, subject to the earlier resumption of trading upon the approval of the exchange and satisfaction of the applicable exchange requirements.

Arm's-length transaction and shareholder approvals

The transaction is an arm's-length transaction and is not expected to constitute a non-arm's-length qualifying transaction under Exchange Policy 2.4. Accordingly, shareholder approval of the transaction is not expected to be required under the policies of the exchange.

Board of directors, management and other insiders of the resulting issuer

Jesmond is currently assembling the proposed management team and board of directors of the resulting issuer. Further information concerning the proposed directors, officers and other insiders of the resulting issuer will be announced once those determinations have been made. Additional information concerning insiders resulting from the concurrent financing will be disclosed once the terms of the concurrent financing have been finalized.

Preclosing capitalization of Jesmond

As of the date of this press release, Jesmond's authorized share capital consists of an unlimited number of common shares, of which 9,773,100 common shares are issued and outstanding. Jesmond also has outstanding incentive stock options exercisable to acquire an aggregate of 944,000 common shares at a price of 10 cents per common share until Feb. 19, 2031. Of Jesmond's currently outstanding common shares, 5,940,100 are subject to the company's existing capital pool company escrow agreement.

Name change

It is expected that the name of the company will be changed in connection with the completion of the transaction to reflect the resulting issuer and its business going forward. Any such name change is subject to applicable exchange and other regulatory approvals, as applicable.

Finders' fees

No finder's fee or commission is payable in connection with the transaction. Finders' fees or commissions may be payable in connection with the concurrent financing in accordance with the policies of the exchange.

Further information

Jesmond will issue additional press releases concerning the concurrent financing, the proposed management, directors and other insiders of the resulting issuer, sponsorship, the technical report to be prepared in connection with the transaction, and other material information as it becomes available.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement, as applicable, to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.