Mr. Terry Filbert reports

BARU GOLD CORP ENTERS INTO A BINDING FUNDING AGREEMENT OF UP TO USD$100,000,000

Baru Gold Corp. entered into an arm's-length binding preliminary collaboration agreement with Quantum Metal Thailand Co. Ltd. (QMT) on May 15, 2025, contemplating the investment of $100-million (U.S.) by QMT to enhance the company's gold production and refining capacity of gold up to a purity rate of 99.99 per cent.

The purpose of the preliminary collaboration agreement is to establish an understanding between the parties for the development of a gold offtake and financing collaboration, including pricing terms and equity participation by QMT in the company. Following the execution of the preliminary collaboration agreement and no later than 60 days from the date of execution, the parties intend to enter into a definitive collaboration and offtake agreement.

QMT is a next-generation gold e-commerce platform that has established interests in both the supply and distribution of gold. QMT has multiple offtake agreements for gold mines in several countries and is a major shareholder in an operating gold mine in Malaysia.

QMT's e-commerce platform specializes in the trading of digital gold and redemption of physical gold bars, and it is one of the largest distributors of 99.99-per-cent gold bars in Asia that operates in over 13 countries across the globe. QMT's e-commerce gold exchange platform has over one million active members and has built strong partnerships with several reputable financial technology firms and banking institutions such as Perth Mint Australia, Brinks Singapore Pte. Ltd., ABC Bullion (Australia), Wipay Payment Solutions Ltd. and Sou Seng Heng Gold Shop.

The definitive agreement, over a period of three years from the acceptance date of the definitive agreement by the TSX Venture Exchange, shall facilitate an aggregate investment of up to $100-million (U.S.) by QMT in the mining projects of the company in tranches of not less than $10-million (U.S.) per tranche, where each tranche shall be considered a distinct financing investment. QMT shall finance the initial investment tranche for an aggregate amount of up to $30-million (U.S.). The proceeds of the investment shall be used to enhance the company's gold production and refining capacity in its mining projects in Indonesia.

For each investment tranche, QMT shall receive equity shares equivalent to 1.5 per cent of the company's issued capital, which equity interested shall increase by 1.5 per cent with each investment tranche being completed on the terms of the definitive agreement, subject to a maximum holdings interest of no more than 19.0 per cent of the company's issued capital.

The company shall repay the initial investment tranche with the refined gold equal to the value of the initial investment tranche at a price ounce of the refined gold as quoted on the London Bullion Market Association (LMBA) on the date of such repayment less a 30-per-cent discount and each subsequent investment tranche shall be fully repaid with the refined gold at the rate of the then-current LMBA price per ounce less a 20-per-cent discount.

QMT shall also receive 20 per cent of the company's monthly refined gold production until the entire investment financing is repaid in full over a period of three years commencing on the date of production, subject to the applicable discount on the repayment of the initial investment and the subsequent investments.

Shareholders should note that the preliminary collaboration agreement constitutes a binding agreement between the parties and serves as an expression of their mutual intent to proceed with the negotiation and execution of the definitive agreement within a 60-day period following the satisfactory due diligence review of the company's financials, operations, permits and production capacities by QMT. No finders' fees are payable.

Terry Filbert, chief executive officer of Baru Gold, commented: "Obviously, I am thrilled with this agreement. Once realized, the funding will allow the company to bring the Sangihe gold project into production and start the planned drill exploration program. The advancement of the Sangihe project will be good for both shareholders and residents on Sangihe Island. I'm very happy and acknowledge the strong working relationship with Quantum Metal Thailand and look forward to our new partnership."

About Sangihe gold project

The Sangihe gold project is located on the Indonesian island of Sangihe, off the northern coast of Sulawesi, with a gold-bearing area of approximately 25,000 hectares. Sangihe has an existing National Instrument 43-101 report suitable for mining planning and production schedules for an area within the 65-hectare area targeted for initial production. See the company's "Independent Technical Report on the Updated Mineral Resource Estimates of the Binebase and Bawone Deposits, Sangihe Project, North Sulawesi, Indonesia" (Mining Associates Pty. Ltd., Feb. 1, 2025). Only 10 per cent of the gold-bearing area has been explored.

Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. The company intends to proceed to production without the benefit of first establishing mineral reserves supported by a feasibility study. The company cautions readers that the any production decision made by the company will not be based on an NI 43-101 feasibility study of mineral reserves that demonstrates economic and technical viability and, as such, there may be involved increased uncertainty and various technological and economic risks.

The company's 70-per-cent interest in the Sangihe mineral tenement contract of work (CoW) is held through PT Tambang Mas Sangihe (TMS). The remaining 30-per-cent interest in TMS is held by other Indonesian corporations. The term of the Sangihe CoW agreement is 30 years upon commencement of the production phase of the project. Baru has met all the requirements of the Indonesian government and has been granted its environmental permit.

About Baru Gold Corp.

Baru Gold is a dynamic junior gold developer with NI 43-101 gold resources in Indonesia, one of the top 10 gold-producing countries in the world. Based in Indonesia and North America, Baru's team boasts extensive experience in starting and operating small-scale gold assets.

We seek Safe Harbor.