White Gold Corp.

White Gold Corp. Shareholders Approve W2 Critical Minerals Spin-Out

White Gold Corp. Shareholders Approve W2 Critical Minerals Spin-Out
TSXV: WGO | OTCQX: WHGOF | FSE: 29W

Overview

White Gold Corp. (TSXV: WGO) (OTCQX: WHGOF) (FSE: 29W) (the "Company") announced that its shareholders have approved the spin-out of certain critical mineral properties located in Yukon (the "Critical Mineral Assets") to W2 Critical Minerals Corp. ("W2") pursuant to a plan of arrangement under the Business Corporations Act (Ontario). The approval was granted at the Company's Annual General and Special Meeting held on August 11, 2026, along with all other matters presented at the meeting.

The Spin-Out remains subject to final court and regulatory approvals, including final approval of the TSX Venture Exchange. The court hearing for the final order to approve the Spin-Out is scheduled for August 13, 2026.

Key Highlights

  • Shareholders approved the spin-out of the Critical Mineral Assets to W2 Critical Minerals Corp. at the August 11, 2026 meeting.
  • W2 Shares will be distributed to White Gold shareholders as a dividend-in-kind on the basis of one (1) W2 Share for every five (5) WGO Shares held immediately prior to the effective date of the Spin-Out.
  • Following completion of the Spin-Out and after giving effect to the Financing, White Gold is expected to retain an approximate 19.9% ownership interest in W2.
  • W2 intends to apply to list the W2 Shares on the TSXV shortly following completion of the Spin-Out, subject to regulatory approvals and applicable listing requirements.
  • 102,459,947 WGO Shares were voted in person or by proxy at the meeting, representing approximately 46.12% of outstanding WGO Shares as of the June 29, 2026 record date.
  • Shareholders also approved the election of directors, the appointment of Mao Ying LLP as auditors, and the adoption of a new omnibus equity incentive plan for both the Company and W2.

Strategic and Operational Context

According to David D'Onofrio, Chief Executive Officer of White Gold Corp., the spin-out is designed to unlock the value of the Company's prospective critical mineral projects within its district scale land package in the Yukon's White Gold District. Mr. D'Onofrio noted that three drills are currently turning on the Company's largest ever diamond drill program at the flagship White Gold project, which the Company describes as ranking among Canada's highest-grade undeveloped open-pit gold resources. The program is intended to expand resources and generate new discoveries. Combined with the recently announced Preliminary Economic Assessment and other initiatives, the Company believes 2026 has the potential to be a transformational year.

The Company also adopted a new Omnibus Incentive Plan providing the ability to grant a combination of stock options and restricted share units, replacing the Legacy Plan under which no new options will be granted going forward. The maximum shares issuable pursuant to outstanding options under the new plan and Legacy Plan combined shall not exceed 10% of issued and outstanding WGO Shares on a non-diluted basis at time of grant, with restricted share units capped at 5% of issued and outstanding WGO Shares (or 11,082,850 WGO Shares) at time of approval.

What to Watch Next

  • Court hearing for the final order to approve the Spin-Out scheduled for August 13, 2026.
  • Final TSX Venture Exchange approval of the Spin-Out.
  • Notification of the record date and payment date for the W2 Share distribution, to be announced by the Company via news release once all closing conditions are satisfied.
  • W2's application to list on the TSXV following completion of the Spin-Out.

About White Gold Corp.

The Company owns a portfolio of 15,364 quartz claims across 21 properties covering 305,102 hectares (3,051 km²), representing approximately 40% of the Yukon's emerging White Gold District. The Company's flagship White Gold project hosts four near-surface gold deposits which collectively contain an indicated resource estimate of 1,732,300 ounces of gold (35.2 million tonnes grading 1.53 g/t Au) and 1,265,900 ounces of gold in inferred resources (32.2 million tonnes grading 1.22 g/t Au), per the Company's news release dated October 6, 2025. Regional exploration work has produced additional new discoveries and prospective targets on claim packages that border sizable gold discoveries including the Coffee project owned by Talamore Mining (formerly Fuerte Metals) and Western Copper and Gold Corporation's Casino project. For more information visit www.whitegoldcorp.ca.

Source: White Gold Corp. press release dated August 12, 2026

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