Mr. Anthony Zelen reports

RUSH GOLD PROVIDES UPDATE REGARDING PRIVATE PLACEMENT, ANNOUNCES ADVISORY AGREEMENT AND ANNOUNCES PROPOSED ACQUISITION OF LANDY INVESTMENTS

Further to the news releases dated March 11, 2026, and April 17, 2026, Rush Gold Corp. remains focused on completing its previously announced private placement of common shares at a price of 10 cents per share. The company also has entered into a corporate advisory agreement, dated June 29, 2026, with CPS Capital Group Pty. Ltd., a Perth-based corporate advisory firm, to act as the company's exclusive Australian lead manager, broker and corporate adviser for capital raising and corporate advisory services. In addition, the company is pleased to announce that it has entered into a share purchase agreement, dated June 29, 2026, to acquire all of the issued and outstanding shares of Landy Investments Ltd., a private B.C. company that holds rights to acquire mining claims in Nevada, United States.

Private placement

The company closed the first tranche of the private placement on April 17, 2026, issuing 6.12 million shares for aggregate proceeds of $612,000. No finders' fees were paid by the company in connection with the first tranche. The company intends to complete a second tranche for gross proceeds of up to $1-million, which would bring the aggregate gross proceeds raised through the private placement, if fully subscribed, to $1,612,000.

CPS Capital engagement

The company has engaged CPS Capital to co-ordinate and lead manage, on a best endeavour basis, the second tranche. Under the terms of the advisory agreement, CPS Capital will receive a cash commission of 2 per cent on funds raised under the second tranche, a placing fee of 4 per cent on funds raised from investors introduced by CPS Capital and a share-based commission equal to 6 per cent of the number of shares issued to investors introduced by CPS Capital under the second tranche.

CPS Capital will also: (i) receive a monthly work fee of $100,000, payable for a period of two months, to be settled following the two-month working period, through the issuance of shares at 10 cents per share, being a total of two million shares; and (ii) a corporate finance fee of $100,000, payable in shares at a deemed price of 10 cents per share, being one million shares. The advisory fees will only become due and payable to CPS Capital following a successful closing of the second tranche and the successful facilitation by CPS Capital of two mineral property acquisitions by the company. Payment of the advisory fees remains subject to receipt of all necessary regulatory approvals, including Canadian Securities Exchange acceptance. All securities issued pursuant to the advisory fees will be subject to a four-month hold period from issuance under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The company intends to use the proceeds of the private placement for exploration activities, potential new acquisitions and general working capital purposes. The private placement remains subject to receipt of all necessary regulatory approvals, including exchange acceptance.

Landy acquisition

The company has entered into the Landy agreement with the shareholders of Landy to acquire all of the issued and outstanding shares of Landy. Landy holds rights to acquire mining interests in two Nevada projects: (i) a 100-per-cent interest in the Douglas Canyon project, a gold/antimony mineral property located in Mineral county, Nevada; and (ii) an 80-per-cent undivided interest in the Hollow North-South project, a copper/gold mineral property located in Lyon county, Nevada.

As consideration for the Landy acquisition, the company will: (i) issue an aggregate of 12.5 million shares at a deemed price of 10 cents per share to the Landy vendors and their nominees at closing; (ii) pay $50,000 in cash to satisfy consideration payable to the vendor of the Douglas Canyon project; (iii) pay $100,000 in cash (less $20,000 in exclusivity amounts already paid) to satisfy consideration payable to the vendor of the Hollow North-South project; and (iv) issue one million options exercisable at 20 cents per share for a three-year term to the vendor of the Hollow North-South project. Thirty-three per cent of the consideration shares (being 4,125,000 shares) will be subject to voluntary escrow for six months from issuance, and 33 per cent of the consideration shares (being 4,125,000 shares) will be subject voluntary escrow for 12 months from issuance. All consideration shares will be subject to a statutory four-month hold period under applicable Canadian securities laws and such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

In addition to the closing consideration, the company will issue up to an additional two million shares to certain of the Landy vendors upon achievement of drilling milestones on the mining rights, as follows: (i) one million shares upon completion of an aggregate of 1,000 metres of drilling; and (ii) an additional one million shares upon completion of an aggregate of 2,000 metres of drilling. If either milestone has not been satisfied within 36 months following closing, no milestone shares shall be issuable in respect thereof. The shares issuable under such milestones will be subject to a four-month hold period under applicable Canadian securities laws, and such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

Completion of the Landy acquisition is subject to a number of conditions, including completion by the company of the second tranche for gross proceeds of not less than $1-million, receipt of all necessary regulatory approvals including exchange acceptance and other customary closing conditions.

About Rush Gold Corp.

Rush Gold is a Canadian mineral exploration company engaged in the acquisition, exploration and evaluation of resource properties. The company is focused on advancing its mineral projects in Nevada, United States.

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