Mr. Neil Currie reports

BADGER ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH TIGER GOLD CORP.

Badger Capital Corp. has signed a non-binding letter of intent dated June 12, 2025, that outlines the general terms and conditions of a proposed transaction that will result in a reverse takeover of the company by Tiger Gold Corp., a mineral exploration and mining company. This transaction will constitute the qualifying transaction of the company under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

Tiger holds the exclusive option to acquire 100 per cent of the Quinchia gold project and 90 per cent of the Andes gold project in the Mid-Cacau belt in Colombia, known for its gold production and exploration potential.

Highlights:

• Large historical gold resource -- historical estimates total more than two million ounces of gold across three deposits: Miraflores, Tesorito and Dosquebradas;
• Established mining district: located in Colombia's Mid-Cauca belt, an established gold-and-copper-producing region;
• Permitted for underground development -- the Miraflores deposit has an approved environmental licence and mining technical work program (PTO);
• Open-pit potential -- all deposits mineralized to surface and remain open at depth and often laterally, enabling significant exploration upside potential and supporting flexible production scenarios;
• District-scale growth potential -- multiple satellite drill-ready exploration targets and new gold-copper discoveries;
• Strong community support -- 2022 Colombian Gold Symposium's ESG Award winner;
• Updated mineral resources and PEA (preliminary economic assessment) under way -- historical data verification activities under way that will be followed by updated mineral resources that will form the basis for a PEA.

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchia gold project in the Mid-Cacau belt in Colombia. Tiger is incorporated in British Columbia and is led by a multidisciplinary team of experienced professionals in exploration, geology, mining engineering, metallurgy, mine building, ESG (environmental, social and governance) and corporate finance, with backgrounds at globally recognized mining companies, including AngloGold Ashanti, Barrick Mining Corp., Yamana Gold Inc. and B2Gold Corp. Tiger is led by president and chief executive officer Robert Vallis, who brings a strong record of strategic leadership and execution in the mining sector, including his role in the $9.5-billion (U.S.) acquisition and integration of Placer Dome by Barrick as well as the $3.9-billion (U.S.) joint acquisition of Osisko Mining by Yamana and Agnico Eagle Mines Ltd.

The Quinchia gold project includes three historical resources within a three-kilometre radius, including the Miraflores, Tesorito and Dosquebradas deposits. Over 54,300 metres of drilling have been drilled to date containing more than two million ounces of gold in historical mineral resources, including full permitting in place for an underground mine at Miraflores.

The Quinchia gold project hosts a number of additional test-drilled and drill-ready targets, including the recent discoveries, Ciebal and Chuscal, located near the Tesorito deposit.

The foregoing technical information regarding the Quinchia gold project is a historical resource estimate and a qualified person has not done sufficient work to classify these historical estimates as current mineral resources or reserves, and the company is not treating the historical estimates as current mineral resources or mineral reserves. Tiger does not consider this a resource as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Tiger is currently updating the historical mineral resource estimates to current mineral resource estimates, which will form the basis for a PEA targeted for completion near the end of the third quarter of 2025. The PEA will form the valuation foundation for the Quinchia gold project's current status in support of the go-public event targeted for early Q4 2025 and provide prescriptive direction for guiding the next stages of project study and derisking work. Tiger also intends to initiate exploration programs and advance all other technical areas of the project, including permitting and stakeholder engagement.

Historical mineral resource and reserve disclosure

While the historical estimates on the Quinchia gold project were reportedly prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) (2012) and/or CIM (Canadian Institute of Mining, Metallurgy and Petroleum) estimation of mineral resources and mineral reserves best-practice guidelines in effect at the time, consistency with current standards is not assured. The company considers these historical estimates to be relevant as they indicate the potential presence and scale of mineralization on the Quinchia gold project. The historical resource and reserve categories used are consistent with those defined in NI 43-101 and the CIM definition standards for mineral resources and mineral reserves; however, a qualified person has not done sufficient work to classify these historical estimates as current mineral resources or mineral reserves, and the company is not treating them as current mineral resources or reserves.

The company intends to undertake work programs to verify the historical data, assumptions, parameters and modelling techniques used in the Miraflores, Tesorito and Dosquebradas historical estimates, which are summarized below. Planned work programs for all three deposits described herein include sampling of historical core to confirm grades, database validation and verification to ensure data integrity, check surveys to verify drill hole locations, and updated geological modelling to align with NI 43-101 and CIM guidelines.

Miraflores deposit

Source and date

The historical mineral resource estimate for the Miraflores deposit was prepared by Metal Mining Consultants and reported by Metminco Ltd. on March 14, 2017, in accordance with the JORC Code (2012). A subsequent feasibility study containing a historical mineral reserve estimate was prepared by Ausenco Chile Ltda. for Metminco Ltd. and Miraflores Compania Minera SAS, with an effective date of Nov. 27, 2017.

Historical estimate details:

• Proven and probable -- 4.32 million tonnes at 3.29 grams per tonne gold and 2.77 grams per tonne silver (containing 457,000 ounces gold and 385,000 ounces silver);
• Measured and indicated -- 9.27 million tonnes at 2.82 grams per tonne gold and 2.77 grams per tonne silver (containing 840,000 ounces gold and 826,000 ounces silver);
• Inferred -- 490,000 tonnes at 2.36 grams per tonne gold and 3.64 grams per tonne silver (containing 37,000 ounces gold and 57,000 ounces silver).

Key assumptions, parameters and methods

The resource is based upon 73 diamond drill holes (25,884 metres) and 236 metres of underground channel samples using an underground cut-off grade of 1.2 grams per tonne gold. The reserve is based upon a gold price of $1,200 (U.S.) per ounce, a silver price of $18 (U.S.) per ounce, a 31-per-cent dilution and a 92-per-cent gold recovery, utilizing a cut-off grade of 1.53 grams per tonne gold. Stope optimization used Vulcan software and final underground design. Mineral resources were reported inclusive of mineral reserves. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources or reserves, and the company is not treating the historical estimates as current mineral resources or mineral reserves. The resource remains open at depth.

Tesorito deposit

Source and date

The historical mineral resource estimate for the Tesorito deposit was prepared by Snowden Optiro (Datamine Australia Pty. Ltd.) with an effective date of March 22, 2022, prepared in accordance with the JORC Code (2012), and reported by Los Cerros Ltd.

Historical estimate details

There is an inferred estimate of 50 million tonnes at 0.81 gram per tonne gold (containing 1,298,000 ounces gold) using a 0.5-gram-per-tonne gold cut-off. There is an additional estimate at 0.25-gram-per-tonne cut-off of 134.3 million tonnes at 0.53 gram per tonne gold for 2.29 million ounces was also reported. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources or reserves, and the company is not treating the historical estimates as current mineral resources or mineral reserves.

Key assumptions, parameters and methods

The estimate is based upon 58 historical diamond drill holes (22,620 metres). Pit optimization assumed a gold price of $1,800 (U.S.) per ounce and other economic constraints. The resource remains open at depth and to the north.

Dosquebradas deposit

Source and date

The historical mineral resource estimate for the Dosquebradas deposit was prepared by Resource Development Associates Inc. (RDA) with an effective date of Feb. 25, 2020, prepared in accordance with the JORC Code (2012) and reported by Los Cerros.

Historical estimate details

There is an inferred estimate of 20.2 million tonnes at 0.71 gram per tonne gold (containing 459,000 ounces gold) using a 0.5-gram-per-tonne-gold cut-off. A qualified person has not done sufficient work to classify these historical estimates as current mineral resources or reserves, and the company is not treating the historical estimates as current mineral resources or mineral reserves.

Key assumptions, parameters and methods

The estimate is based upon 19 historical diamond drill holes (8,824 metres) with 25-metre section spacing, defining mineralization over a 400-metre-by-300-metre area from surface to approximately 550 metres depth. It is hosted in diorite porphyry and intrusive breccias. The resource remains open at depth and laterally.

Tiger option terms

The total consideration payable in order to exercise the Tiger option is $14-million (Australian) ($12.6-million), which includes $7.5-million (Australian) ($6.75-million) in staged cash payments, following which title transfers, and a $6.5-million (Australian) ($5.85-million) contingent production milestone payment, plus a 1-per-cent net smelter return (NSR) royalty, inclusive of a buyback option.

The key financial terms of the Tiger option are set out below:

• $1-million (Australian) ($900,000) (paid) (the closing);
• $2-million (Australian) ($1.8-million) payable eight months following the closing;
• $4.5-million (Australian) ($4-million) payable 12 months following the closing;
• $6.5-million (Australian) ($5.85-million) due at first gold pour;
• A 1-per-cent NSR royalty on future gold production from the Quinchia project.

Upon completion of the QT, Badger will carry on the business of Tiger as a mineral exploration company focused on the exploration and development of the Quinchia and Andes projects in Colombia.

Terms of the QT

The QT is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia), whereby the company will incorporate a wholly owned subsidiary, which will amalgamate with Tiger to form a new amalgamated company. In connection with the QT, holders of the common shares of Tiger will receive one common share in the capital of Badger (on a postconsolidation (as defined below) basis) for each Tiger share held immediately before the completion of the QT.

Prior to completion of the QT, it is anticipated that badger will complete a consolidation of its common shares at a ratio of 2:1. It is also expected that Badger will change its name to Tiger Resources Corp., or such other similar name as is acceptable to Tiger, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.

The QT is subject to the parties entering into a definitive agreement in respect of the QT on or before July 7, 2025, or such other date as the parties may mutually agree. Completion of the QT is also subject to a number of other customary conditions, including obtaining Tiger shareholder approval, TSX-V approval, and the company introducing investors to Tiger subscribing for at least $1-million of the initial capital raise (as defined below) and 30 per cent of the concurrent financing (as defined below). It is not currently anticipated that the QT will require the approval of the shareholders of Badger as it is not a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

As at the date hereof it is not possible for the parties to definitively determine the aggregate number of resulting issuer shares expected to be outstanding upon completion of the QT or the respective percentages of the outstanding resulting issuer shares expected to be owned by the shareholders of Badger and Tiger, as such determinations will depend upon the initial capital raise (as defined below) and concurrent financing (as defined below). A subsequent news release will be issued when the applicable information is available. There are currently 38.25 million Tiger Shares outstanding. Non-arm's-length parties of the company currently hold an aggregate of 1.04 million Tiger shares.

No finders' fees or commissions are payable in connection with the QT. Additionally, no deposits, advances or loans have been made or will be made in connection with the QT.

Financings

In connection with the QT, Tiger intends to complete the following financings:

• An initial private placement of equity securities at a price of 25 cents per security on or before July 15, 2025 (the initial capital raise);
• A subsequent private placement of equity securities either prior to or in connection with the completion of the QT, at a price to be determined prior to closing of the QT.

The net proceeds raised by Tiger in the initial capital raise and the concurrent financing will be used to finance the completion of a preliminary economic assessment in the project, for staged cash payments payable to the optionor under the Tiger option within 12 months following the completion of the QT, for exploration and development of the Quinchia and Andes gold projects, to advance other project areas of the Quinchia gold project, and for general working capital purposes.

Tiger may pay finders' fees in connection with the initial capital raise or the concurrent financing, the details of which will be disclosed in a subsequent news release.

Directors and officers

It is anticipated that the board of directors of the company will be reconstituted to comprise a slate of five directors, of which four directors will be appointed by Tiger and one director will be appointed by the company. The names and backgrounds of the board and management of the company appointed in connection with the QT will be disclosed in a subsequent news release once determined.

Trading in Badger shares

Trading in the common shares of the company has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Badger shares will not resume prior to the closing of the QT.

Sponsorship

Sponsorship of a QT is required by the TSX-V unless a waiver from the sponsorship requirement is obtained. The company intends to apply for a waiver from sponsorship for the QT. There is no assurance that a waiver from this requirement will be obtained.

Disclosure pursuant to Policy 2.4

Completion of the QT is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

In connection with the QT, the company will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

Qualified person

Jim Currie, PEng, a qualified person as defined by NI 43-101 and independent geological consultant to the company, has reviewed and verified the technical information provided in this news release.

We seek Safe Harbor.