Mr. Kelly Malcolm reports

BOREALIS ANNOUNCES $20 MILLION BOUGHT DEAL FINANCING

Borealis Mining Company Ltd. has entered into an agreement with Stifel Canada pursuant to which Stifel Canada will act as sole bookrunner, together with a syndicate of underwriters, in connection with a bought deal private placement offering of 13.34 million common shares of the company at a price of $1.50 per common share for aggregate gross proceeds of $20.01-million, with the common shares to be offered and sold pursuant to the listed issuer financing exemption (as defined herein).

The company has granted the underwriters an option to purchase (or arrange for substituted purchasers to purchase) up to an additional 2,001,000 common shares at the issue price on the same terms and conditions as the offering. The underwriter option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing of the offering.

The net proceeds of the offering shall be used to advance the company's gold projects in Nevada, as well as for general working capital.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the common shares will be offered for sale to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). As the offering is being completed pursuant to the listed issuer financing exemption, the common shares issued pursuant to the offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The common shares may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of a private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The offering is expected to close on or about Jan. 15, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.

A cash commission equal to 6.0 per cent on the gross proceeds of the offering and compensation warrants equal to 6.0 per cent of the number of common shares of the company sold under the offering shall be paid to the underwriters, subject to the policies of the TSX Venture Exchange and applicable securities laws. Each compensation warrant entitles the holder to acquire a common share of the company at a price equal to the issue price for a period of 24 months from the date of issue thereof.

About Borealis Mining Company Ltd.

Borealis is a gold mining and exploration company focused on exploration and resumption of production of the Borealis mine in Nevada and the advancement of its Sandman project also in Nevada. The Borealis mine is a fully permitted mine site, equipped with active heap leach pads, an ADR facility and all necessary infrastructure to support a heap leach gold mining operation. In addition to the mine, the property, composed of 815 unpatented mining claims of approximately 20 acres each, totalling approximately 16,300 acres and one unpatented mill site claim of about five acres located in western Nevada, is highly prospective for additional high-sulphidation gold mineralization. The Sandman project, recently acquired through the acquisition of Gold Bull Resources Inc., is an advanced exploration project with a recently completed (2021) National Instrument 43-101-compliant resource and a recent (2023) preliminary economic assessment, which indicate compelling economics, particularly in light of the increase in commodity prices since publication of the study. Borealis is led by a strong board and management team, many members of which have founded, managed and sold highly successful mining and exploration companies.

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