Mr. Douglas Meirelles reports

SOUTH ATLANTIC ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND SHARES FOR DEBT ARRANGEMENT

South Atlantic Gold Inc., further to its news releases of Feb. 13, 2026, and Feb. 26, 2026, has closed the non-brokered private placement offering for gross proceeds of $4.2-million. The offering consisted of the issuance of 84 million common shares of the company at a price of five cents per share.

In connection with the offering, the company paid aggregate finders' fees on externally sourced funds of $43,475 cash, issued 4,167,500 shares at a deemed price of five cents and issued 5,037,000 non-transferable finders warrants. Each finder's warrant will entitle the holder to acquire one share at a price of 6.5 cents until March 13, 2028.

The shares issued pursuant to the offering, finders' warrants and finders' shares are subject to a four-month-and-one-day hold period under applicable Canadian securities laws expiring on July 14, 2026.

The proceeds of the offering will be used to advance the company's Pedra Branca project in Brazil and for general corporate purposes.

Insiders of the company participated in the offering for an aggregate 2.05 million shares. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction is exempt from the shareholder approval and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the private placement nor the consideration to be paid by the insiders will exceed 25 per cent of the company's market capitalization.

In addition, as previously announced the company has settled $500,000 of debt owed in connection with a loan and unsecured promissory note agreement with a non-arm's-length party of the company (see news releases of Feb. 26, 2026, Feb. 13, 2026, and July 31, 2025), and has issued 10 million shares at a deemed price of five cents per share. The debt shares issued pursuant to the debt settlement are subject to a four-month-and-one-day hold period under applicable Canadian securities laws expiring on July 14, 2026.

The lender is a related party of the company and, as a result, the repayment under the debt settlement constitutes a related party transaction for the purposes of MI 61-101. The company is relying upon exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the related party transaction, collectively, does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

About South Atlantic Gold Inc.

South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas.

We seek Safe Harbor.