Vancouver, British Columbia--(Newsfile Corp. - November 18, 2025) - Tiger Gold Corp. ("Tiger") and Badger Capital Corp. (TSXV: YVR) ("Badger") and are pleased to announce that Tiger has closed its brokered private placement of subscription receipts ("Subscription Receipts"), co-led by SCP Resource Finance LP ("SCP") and Canaccord Genuity Corp. (together with SCP, the "Lead Agents") and together with Haywood Securities Inc. and Roth Canada Inc. (the "Agents") for gross proceeds of approximately $16,300,000 (the "Offering"). The Offering was completed in connection with the amalgamation agreement dated August 29, 2025 (the "Amalgamation Agreement") among Badger, Tiger and 1551674 B.C. Ltd., a wholly owned subsidiary of Badger, pursuant to which Badger will, by way of a "three-cornered amalgamation", acquire all of the issued and outstanding securities of Tiger (together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, the "Transaction").

Together with this Offering, Tiger has raised to date a total of approximately $23 Million in financings since October 2024 and is now fully funded to expand and advance Tiger's flagship, the Quinchia Gold Project, over the next 12 - 18 months.

The Transaction is subject to TSX Venture Exchange (the "TSXV") approval and is intended to constitute Badger's "Qualifying Transaction" in accordance with TSXV Policy 2.4 - Capital Pool Companies. In connection with the Transaction, Badger intends to consolidate its common shares on a 2:1 basis (the "Share Consolidation").

Tiger has reserved the ticker symbol "TIGR" on the TSX-V and is preparing for listing in Q4 of 2025.

The Offering

Under the terms of the Offering and pursuant to an agency agreement (the "Agency Agreement") dated as of the date hereof among Tiger, Badger and the Agents, Tiger issued 32,600,000 Subscription Receipts at a price of $0.50 per Subscription Receipt for gross proceeds of approximately $16,300,000. Closing occurred in three tranches, with 1,871,000 Subscription Receipts being issued on October 31, 2025, 600,000 Subscription Receipts being issued on November 4, 2025 and 30,129,000 Subscription Receipts being issued on November 6, 2025.

The Agents' compensation under the Offering includes: a) fees payable in cash equal to up to 6% of the gross proceeds raised from the sale of Subscription Receipts (the "Agents' Commission"); b) a corporate finance fee comprised of: i) a cash fee equal to 1% of proceeds raised under the non-brokered portion of the Offering (the "Agents' Cash Corporate Finance Fee"); and ii) that number of corporate finance warrants of Tiger as is equal to 1% of the Subscription Receipts sold under the non-brokered portion of the Offering (the "Corporate Finance Warrants"); c) that number of broker warrants of Tiger (the "Broker Warrants") as is equal to 6% of the number of Subscription Receipts sold under the Offering; and d) that number of common shares of Tiger as is equal to 1% of the number of Subscription Receipts sold under the Offering (the "Corporate Finance Shares"). SCP agreed to receive their pro rata share of the Agents' Commission and Agents' Cash Corporate Finance Fee through the issuance of common shares of Tiger (the "Commission Shares") at a deemed issue price of $0.50 per Commission Share.

Each Broker Warrant and Corporate Finance Warrant is exercisable into one Unit (as defined below) at an exercise price equal to $0.50 for a period of 24 months after the earlier of: (i) the termination of the Amalgamation Agreement, and (ii) the date the Subscription Receipt proceeds are release from escrow.

The gross proceeds of the Offering less an amount equal to 50% of the Agents' expenses, 50% of the Agents' Commission and 50% of the Agents' Cash Corporate Finance Fee (the "Escrowed Funds") have been delivered to and held by Odyssey Trust Company, in an interest bearing account, pending the satisfaction of certain escrow release conditions (including among other things, the completion of all conditions precedent to the Transaction to the satisfaction of the Agents) (the "Escrow Release Conditions") prior to May 5, 2026 (the "Escrow Release Deadline").

Upon the satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted, without payment of any additional consideration, into one unit of Tiger (each, a "Unit"). Each Unit will be comprised of one common share of Tiger (each, a "Unit Share") and one-half of one Tiger common share purchase warrant with each whole warrant (each, a "Unit Warrant") being exercisable, for a period of three years from the date the Subscription Receipt proceeds are released from escrow at a price of $1.00 per Tiger common share. The Unit Shares and Unit Warrants will be exchanged for common shares and warrants of Badger pursuant to the Transaction, on a one-for-one basis (after giving effect to the Share Consolidation).

In the event the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline, or the Transaction is otherwise terminated, the Escrowed Funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. To the extent that the Escrowed Funds are insufficient to refund 100% of the purchase price of the Subscription Receipts to the holders thereof, Badger and Tiger shall be jointly and severally responsible for any shortfall.

Following release from escrow and completion of the Transaction, the net proceeds of the Offering will be used for exploration on the Tiger's projects and general corporate and working capital purposes.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction 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.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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

For further information, please see Badger's profile and documents available under the Badger's name on SEDAR+ at www.sedarplus.ca.

About Tiger Gold Corp.

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchía Gold Project, a multi-million ounce gold deposit in the prolific Mid-Cacau belt in Colombia. Tiger is led by a multidisciplinary team of experienced mine builders, engineering, metallurgical, ESG, and corporate finance professionals who have brought numerous mines into production at globally recognized mining companies including AngloGold Ashanti, Barrick Gold Corporation, Yamana Gold Inc., and B2Gold Corp. Tiger is led by President and CEO, Robert Vallis, who brings a strong record of strategic leadership and execution in the mining sector, including his role in the US$9.5 billion acquisition and integration of Placer Dome by Barrick, as well as the US$3.9 billion joint acquisition of Osisko Mining by Yamana and Agnico Eagle Mines Limited.

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

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and Badger and Tiger do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the Transaction, the anticipated use of proceeds from the Offering, statements regarding listing, that Tiger is fully funded to expand and advance Tiger's Quinchia Gold Project over the next 12 to 18 months, and other statements that are not historical facts.

In making the forward-looking statements included in this news release, Badger and Tiger have applied several material assumptions, including that Badger and Tiger will complete the Transaction, that Tiger will use the proceeds from the Offering as anticipated, that Tiger and Badger will satisfy the Escrow Release Conditions, that Badger and Tiger's financial condition and development plans do not change as a result of unforeseen events and that future metal prices and the demand and market outlook for metals will remain stable or improve. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Badger and Tiger to control or predict, that may cause the Badger or Tiger's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk Badger and Tiger are not able to satisfy the Escrow Release Conditions, that Badger and Tiger are not able to satisfy the conditions precedent to the completion Transaction in a timely manner or at all as well as the general risk factors related to exploration and development.

There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Badger and Tiger do not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275029