Mr. Brian Hinchcliffe reports

LEGACY GOLD COMPLETES $10 MILLION NON-BROKERED PRIVATE PLACEMENT; SECOND OPTION PAYMENT FOR BANER GOLD MINE PROPERTY, IDAHO

On April 15, 2026, Legacy Gold Mines Ltd. completed its previously announced non-brokered private placement for aggregate gross proceeds of $10.0-million. In connection with the private placement, the company issued 33,333,333 common shares at a price of 30 cents per common share.

The company intends to use the proceeds from the private placement to advance drilling and project development activities at its Baner gold mine property, located in the Orogrande mining district, Idaho, as well as for business development and general and administrative purposes.

The securities issued in connection with the private placement are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.

Following completion of the private placement, funds managed by Wexford Capital LP hold, in aggregate, approximately 15 per cent of the issued and outstanding common shares.

The private placement remains subject to final acceptance of the TSX Venture Exchange. In connection with the private placement, the company has agreed to pay finders' fees equal to 6 per cent in cash to the following arm's-length parties: (i) Haywood Securities Inc. ($44,100); and (ii) Research Capital Corp. ($900), in respect of subscriptions introduced by them.

In addition, the company has agreed to issue 825,490 common shares to John Tumazos of Florida, representing 3 per cent of the common shares sold under the private placement to subscribers introduced by him.

Second option payment at the property

The company also confirms it has completed the second payment under its option to acquire a 100-per-cent undivided interest in and to the mineral claims comprising the property.

Under the terms of the option, the company has made the following payments and issuances to Champion Electric Metals Inc.:

• $350,000 in cash;
• 200,000 common shares; and
• Warrants to purchase up to 200,000 common shares at 40.5 cents per share, for two years.

The final payment under the option is due in April, 2027, and consists of $500,000 in cash and 200,000 additional warrants to purchase common shares.

The company is also seeking TSX Venture Exchange approval to extend by 12 months the term of the 200,000 warrants previously issued to Champion Electric in October, 2024.

Related-party disclosure

In connection with the private placement: (i) Brian Hinchcliffe, executive chairman and the chief executive officer of the company, acquired 452,000 common shares for aggregate consideration of $135,600; and (ii) Mike Sutton, vice-president, exploration, and a director of the company, acquired 333,333 common shares for aggregate consideration of $100,000. Such participation constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and TSX-V Policy 5.9 (Protection of Minority Security Holders in Special Transactions).

The company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value of the participation did not exceed 25 per cent of the company's market capitalization, the distribution of securities was for cash and the fair market value did not exceed $2.5-million.

The company did not file a material change report more than 21 days prior to closing of the private placement as the details of the participation by related parties were not settled until shortly prior to closing and the company wished to complete the transaction on an expedited basis for sound business reasons.

About Legacy Gold Mines Ltd.

The company is a Canadian-based gold exploration and development company listed on the TSX Venture Exchange under the symbol LEGY. The company holds an option to acquire a 100-per-cent undivided interest in and to the mineral claims comprising the Baner gold mine property located in Idaho county, Idaho, United States.

Additional information about the company and the property is available on SEDAR+ under the company's profile, including the technical report titled "NI 43-101 Technical Report on the Baner Project, Idaho County, Idaho, USA," dated effective Aug. 1, 2024, prepared by Steven A. Osterberg, PhD, PG.

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