Vancouver, British Columbia--(Newsfile Corp. - September 3, 2026) - Rottenstone Gold Inc. - (CSE: SK) - ("Rottenstone Gold" or the "Corporation" or the "Issuer") is pleased to announce certain corporate updates.

Announcement of Royalty Purchase Agreement and Termination of Prior Agreement

The Corporation is pleased to announce that it has entered into a binding purchase agreement dated September 1, 2026 (the "Great Bear Royalty Agreement") with a non-arm's-length party (the "Vendor") wherein the Issuer intends to acquire one of the royalties previously reported upon in its prior news release of December, 10, 2025, specifically as relates to a royalty further below described in this news release (the "Royalty Acquisition")(see below section, 'Proposed Royalty Acquisition'). In tandem with the same, the Corporation also affirms particulars of other below described corporate intentions.

The Corporation further reports that the parties to its previously announced binding agreement dated December 9, 2025 (the "Previous Agreement") did not extend the closing date of the Previous Agreement beyond August 31, 2026 (see Issuer news releases of December 10, 2025 and July 3, 2026) and as such, the Previous Agreement automatically terminated as at August 31, 2026 pursuant to its terms.

Among other benefits perceived by the Issuer with respect to the above, the Corporation believes the Great Bear Royalty Agreement achieves certain near-term advantages over the Previous Agreement, including as relates to a more streamlined and potentially expeditious closing of the Royalty Acquisition while still advancing the generality of the items set forth in this news release.

Proposed Royalty Acquisition

Under the terms of the Great Bear Royalty Agreement, the Issuer intends to acquire a royalty having Kinross Gold Corporation ("Kinross" or the "Operator") as its current counterparty, being more specifically a royalty interest on certain areas related to the Great Bear Project in Ontario, Canada (the "Great Bear Royalty"), as operated by Kinross, represented by a 0.75% NSR covering approximately 570 ha of Kinross-held mining leases and a further approximate 1,241 ha of mining claims of Kinross-operated area.

The Great Bear Royalty originated through an August 2018 option agreement involving 1544230 Ontario Inc., as then-optionor, alongside successor events and assignments thereafter associated. As above described, Kinross is now the operator of the royalty coverage area associated with the Great Bear Royalty.

The aforementioned Great Bear Royalty is derived from underlying agreement(s) operated by a third-party. Accordingly, the Issuer is not disclosing any current mineral resources or mineral reserves in respect of the Operator's project in this news release or otherwise. Readers may refer to the Operator's public disclosures for available information regarding the underlying project/area.

Terms and Related Party

The Issuer intends to acquire the Great Bear Royalty on an all-stock basis, with the agreement underlying the Royalty Acquisition entered into with a party related to the Issuer. As such, and among other measures, a fair market value ("FMV") of the Great Bear Royalty was independently determined and supported through a recent comprehensive valuation report dated August 7, 2026, which was prepared by an arm's-length valuation firm having expertise in such matters. To the same, and having consideration to its last traded market price, the Issuer plans to issue 18,064,516 common shares (the "Consideration Shares") to satisfy the FMV of the Great Bear Royalty.

As at the date hereof, the Issuer has 29,986,400 common shares issued and outstanding.

No finder's fees are payable in connection with the Royalty Acquisition, nor with any other matter discussed herein.

The transaction proposed (which remains subject to certain conditions) and matters herein discussed have been approved by the independent Directors of the Issuer, with the related-party disclosing and abstaining in the process as appropriate. Where applicable, certain arm's-length transaction-related expenses shall be paid for by the Issuer.

The Royalty Acquisition remains subject to various conditions including requisite approval(s) by the Issuer's listed exchange, the satisfaction of various legal, tax and regulatory matters as well as shareholder approval of the Royalty Acquisition by way of a disinterested shareholder vote at a special shareholder meeting expected to be held in the fourth quarter of 2026. There is no assurance that the Royalty Acquisition will be completed as proposed.

The full pro-forma capitalization of the Issuer, including the expected share ownership of the Vendor following completion of the Royalty Acquisition, will be further set out in the information circular to be mailed to shareholders in connection, inter alia, with disinterested shareholder approval of the Royalty Acquisition. If the Royalty Acquisition is approved by disinterested shareholders, the Consideration Shares are expected to be issued pursuant to available prospectus exemptions and are anticipated to be subject to applicable resale restrictions under Canadian securities laws, as well as any escrow or hold requirements that may be applied by the Canadian Securities Exchange (the "CSE"), which is the listed exchange of the Issuer, or by securities regulations which govern the Issuer.

Corporate Strategy for the Royalty Transformation

During August 2026, the Corporation held productive discourse with the CSE regarding the Issuer's royalty-related intentions. The Issuer extends its appreciation to its host exchange with respect to that discourse.

The Great Bear Royalty is expected to provide durable project coverage to a well-funded and institutional-grade project proponent, who has the indirect capacity to further such royalty interest, by way of the underlying project, to the prospective forward benefit of the Issuer and its shareholders.

If the matters discussed herein are successfully completed, the Issuer intends to transition into a mining royalty market participant and to potentially pursue additional mining royalty interests over time, including where complimentary to the nature of its proposed inaugural mining royalty positioning plans.

Change of Business

The Issuer anticipates that the Royalty Acquisition will, if successfully completed, constitute a fundamental change with a resulting change of business (the "Change of Business") in the Issuer and its operations.

As a result, the Issuer expects to maintain a trading-halt on its listed securities until such time as the matters described herein are successfully completed, or the Royalty Acquisition is otherwise terminated or discontinued.

With respect to the expected Change of Business, the Issuer has significant management and board experience in the mining royalty industry, including through individuals who previously built and then sold publicly-listed Gold Royalties Corp. ("Gold Royalties") to Sandstorm Gold Ltd. (subsequently acquired by Royal Gold Inc. in October 2025), and the past establishment within Gold Royalties of a royalty acquisition agreement with Franco-Nevada Corporation, the details of which are public record. Such management and board expertise is expected to be leveraged by the Issuer moving-forward, including in conjunction with the next discussed section.

Name Change to Silver Royalties

If the Royalty Acquisition and Change of Business are successfully approved and completed, the Issuer intends to adopt, substantively or fully, the name of its existing wholly owned subsidiary, Silver Royalties Corp., either by amalgamation or otherwise, with said or like name being the Issuer's forward name of business (the "Name Change").

The Issuer believes that such a resulting corporate identity (Silver Royalties), in combination with the Royalty Acquisition, offers strong inaugural positioning under which to advance a publicly listed royalty company, including in a robust commodities market.

If the corporate items outlined in this news release are successfully completed, the Issuer anticipates that it will also seek and assume a new trading symbol and new ISIN/CUSIP numbers in tandem with its resumption of trade, details of which would be provided, if applicable, in due course.

Special Meeting

In addition to various regulatory matters related to the Royalty Acquisition and the Change of Business, the Issuer will be preparing an information circular, and setting the date of a special shareholder meeting, at which disinterested shareholders will be given the right to determine if the Royalty Acquisition proceeds.

Notice of the special meeting, which may also include ordinary business by way of a regular component, and the delivery of pertinent materials, will be provided in due course.

Multilateral Instrument 61-101 Disclosure

The Royalty Acquisition is expected to constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Vendor is a non-arm's-length party to the Issuer. In accordance with MI 61-101, the Issuer has obtained an independent valuation of the Great Bear Royalty from an arm's-length valuator with expertise in mining royalty interests. The independent directors of the Issuer have approved the Royalty Acquisition, with any interested director having disclosed their interest and abstained from deliberations and approval. The Royalty Acquisition will be subject to approval by disinterested shareholders of the Issuer at a special meeting expected to be held in the fourth quarter of 2026, and full particulars of the transaction and a description of any MI 61-101 exemptions relied upon, will be included in the Issuer's information circular.

In addition to procedures under MI 61-101, CSE approval is also required for completion of the Royalty Acquisition.

Qualified Person

Antonio Carteri, P.Geo., and a "Qualified Person" as defined by NI 43-101, has reviewed and approved the technical information contained in this news release. Mr. Carteri is a Director of the Issuer. For purposes of disclosure pertaining to this news release, Mr. Carteri is arm's-length of the Vendor.

Risks & Uncertainties

The Issuer is subject to a large number of risks and uncertainties, including, without limitation, those risks and uncertainties identified in public filings by the Issuer as made available on SEDAR+ (www.sedarplus.ca).

About Rottenstone Gold Inc. - (CSE: SK)

Rottenstone Gold is a Vancouver-based junior mining company. Traded on the CSE under the symbol "SK", the Corporation holds the district-scale Rottenstone Project in Saskatchewan, Canada, through which it is a large disposition holder in the Rottenstone Domain. For more information, visit http://www.rottenstonegold.com

The Corporation also holds all outstanding equity of its subsidiary, Silver Royalties Corp. For more information, visit http://www.silverroyalties.com

Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Canadian securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate," "expect," "suggest," "plan," "believe," "intend,", "intention" "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including but not limited to matters related to matters discussed in this news release, including the completion, if any, of the Royalty Acquisition, developments, if any, as relate to the Great Bear Royalty, satisfaction, if any, of conditions required for the Change of Business, including without limitation both shareholder and regulatory approvals, and completion, if any, of the Name Change, as well as risks and uncertainties to all ancillary matters related to the aforementioned. Actual results may differ materially from those currently expected or forecast in such statements.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312919