Mr. William Pettigrew reports

MIDASCO ANNOUNCES COMPLETION OF NON-BROKERED PRIVATE PLACEMENT

Midasco Capital Corp. has completed its previously announced non-brokered private placement of seven million units of the company at the price of five cents per unit for gross proceeds of up to $350,000. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at an exercise price of 7.5 cents per share for a period 12 months from the date of closing.

The net proceeds from this offering will be used to identify and evaluate new business opportunities in the mineral resource sector and for general working capital.

All securities issued pursuant to the offering are subject to a four-month hold period ending Aug. 17, 2025. In addition, the securities will be subject to a contractual restriction on transfer for a period of 12 months from the date of closing, with one-12th of the securities being released to investors on each one-month anniversary of the closing date, subject to acceleration at the sole discretion of the company.

Related party transaction

Certain directors and officers of the company participated in the offering, acquiring an aggregate of 1.6 million units on the same basis as other subscribers. Participation in the offering by these inisiders of the company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the formal valuation and minority shareholder approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to the insiders nor the consideration paid by such insiders exceeds 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the participation of the insiders in the offering at least 21 days before closing of the offering, as the details of the insiders' participation was not settled until shortly prior to closing of the offering.

Early warning disclosure

In accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, each of Burton Egger and William Pettigrew will file an early warning report regarding the change in their respective ownership and control of securities of the company.

Prior to the completion of the offering, Mr. Egger beneficially owned or exercised control or direction over 5,314,009 common shares, representing approximately 32.27 per cent of the issued and outstanding common shares on both an undiluted and partially diluted basis. Upon completion of the offering, Mr. Egger beneficially owns or exercises control or direction over 6,714,009 common shares and 1.4 million warrants, representing approximately 28.67 per cent of the issued and outstanding common shares on an undiluted basis, and 26.63 per cent of the issued and outstanding common shares on a partially diluted basis, assuming that Mr. Egger exercised all of his warrants, and no other holders of convertible securities exercised or converted any of their securities.

Prior to the completion of the offering, Mr. Pettigrew beneficially owned or exercised control or direction over 2,293,496 common shares, representing approximately 13.93 per cent of the issued and outstanding common shares on both an undiluted and partially diluted basis. Upon completion of the offering, Mr. Pettigrew beneficially owns or exercises control or direction over 2,493,496 common shares and 200,000 warrants, representing approximately 10.62 per cent of the issued and outstanding common shares on an undiluted basis, and 8.84 per cent of the issued and outstanding common shares on a partially diluted basis, assuming that Mr. Pettigrew exercised all of his warrants, and no other holders of convertible securities exercised or converted any of their securities

The securities acquired under the offering are being acquired by Mr. Egger and Mr. Pettigrew, respectively, for investment purposes. Neither Mr. Egger nor Mr. Pettigrew has any current intention to enter into any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National Instrument 62-103, The Early Warning System and Related Take-over Bid and Insider Reporting Issues, but in the future either one of them may acquire or dispose of securities of the company depending on market conditions, reformulation of plans and/or other relevant factors, in each case in accordance with applicable securities laws.

The early warning reports that will be filed on SEDAR+ in respect of the offering will satisfy the requirement of Section 5.2 of NI 62-104 to have the early warning report filed by an acquiror, in this case by Mr. Egger and Mr. Pettigrew, respectively, with the securities regulatory authorities in each of the jurisdictions in which the company is a reporting issuer and which contains the information required by Section 3.1 of NI 62-103, which includes the information required by Form 62-103F1.

Copies of the early warning reports filed by Mr. Egger and Mr. Pettigrew in connection with the offering will be available under the company's profile on SEDAR+.

The offering remains subject to the final acceptance of the TSX Venture Exchange.

We seek Safe Harbor.