Mr. Joseph Hamilton reports

UNIGOLD PROPOSES TO EXTEND WARRANTS

Unigold Inc. intends to extend the expiry dates of a total of 53,433,675 share purchase warrants to March 31, 2026. Each of these warrants entitles the holder thereof to acquire one common share of the company at a price of 30 cents per common share and all other terms of the warrants, including exercise price, will remain the same. The warrants were issued pursuant to the following private placements and all are set to expire on Dec. 31, 2024:

• 12,596,175 warrants, including 375,850 warrants issued to insiders, were issued pursuant to a private placement that closed on Aug. 10, 2021;
• 8.75 million warrants, including 1.85 million warrants issued to insiders, were issued pursuant to a private placement that closed on Sept. 7, 2022;
• 1.15 million warrants were issued pursuant to a private placement that closed on Sept. 12, 2022;
• 6,875,000 warrants were issued pursuant to a private placement that closed on Nov. 1, 2022;
• 8,008,750 warrants, including 850,000 warrants issued to insiders, were issued as part of a private placement that closed on May 10, 2023;
• 16,053,750 warrants, including 528,750 warrants issued to insiders, were issued from a private placement that closed on May 16, 2023.

The company has made an application to the TSX Venture Exchange in respect of the warrant extensions. The warrant extensions are subject to the approval of the TSX-V.

A total of 3,797,660 warrants are held by parties who are considered to be related parties of the company. Therefore, the amendment of these warrants constitutes a related party transaction as contemplated by Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions, and TSX-V Policy 5.9, Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the warrants held by insiders does not exceed 25 per cent of the market capitalization of the company. Upon receipt of the approval of the TSX-V of the warrant extensions, a material change report in respect of the warrant extension will be filed by the company.

We seek Safe Harbor.