Ms. Sophy Cesar reports

UPSIDE GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

Upside Gold Corp. has proposed a private placement of up to 1.5 million common shares of the company at a price of 40 cents per share for gross proceeds of up to $600,000. The private placement is expected to be completed on a non-brokered basis and rely on the exemptions set forth under National Instrument 45-106 (Prospectus Exemptions).

The gross proceeds of the private placement will provide the company with additional capital to support continuing corporate initiatives and to strengthen the balance sheet.

In connection with the private placement, finders' fees may be payable on the gross proceeds to eligible arm's-length persons in accordance with applicable securities laws.

The offering is expected to close on or about Jan. 23, 2026, or such other date as the company may determine.

The closing of the private placement is subject to customary closing conditions, including the approval of the securities regulatory approvals and the Canadian Securities Exchange. All securities issued pursuant to the private placement will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

About Upside Gold Corp.

Upside Gold is a Canadian gold-copper exploration company that has entered into an option agreement to acquire a 100-per-cent interest in the Kena gold-copper project, located in southeastern British Columbia, approximately seven kilometres southwest of Nelson. The Kena project consists of 198 mineral claims covering approximately 10,114.8 hectares, together with 11 Crown grants covering approximately 92 hectares. The company's exploration strategy is focused on advancing the project through disciplined, high-impact exploration and targeted drilling programs, supported by efficient capital allocation to drive long-term shareholder value.

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