White Gold Corp. Announces Completion of First Tranches of Fully Subscribed $10M W2 Critical Minerals Corp. Subscription Receipt Financing

TSX.V: WGO | OTCQX: WHGOF

White Gold Corp. ("White Gold") announced that its wholly-owned subsidiary, W2 Critical Minerals Corp. ("W2"), has closed the first (the "First Tranche") and second (the "Second Tranche") tranches of its non-brokered private placement offering for gross proceeds of up to $10 million (the "Offering") of subscription receipts (the "Subscription Receipts"), according to the company. The company stated that the balance of the Offering is fully subscribed and will be closed in due course. The Offering is being conducted in connection with the previously announced spin-out of W2 (the "Spin-Out") pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), according to the press release.

White Gold shareholders will be notified by White Gold of the record date and payment date of the Spin-Out shares via news release once all of the conditions to closing of the Spin-Out have been satisfied, which White Gold expects to occur in the near term, the company stated. White Gold shareholders must hold their White Gold common shares until the record date of the Spin-Out in order to receive their pro rata portion of the common shares of W2 (the "W2 Shares") being distributed, according to the release.

Key Highlights

• Pursuant to the First Tranche, W2 issued a total of 23,055,000 Subscription Receipts at a price of $0.25 per Subscription Receipt, for aggregate gross proceeds of $5,763,750 (the "First Tranche Proceeds"), according to the company.
• Pursuant to the Second Tranche, W2 issued a total of 4,000,000 Subscription Receipts to Agnico Eagle Mines Limited ("Agnico Eagle") (TSX: AEM; NYSE: AEM) for gross proceeds of $1,000,000 (the "Second Tranche Proceeds"), the company stated.
• In connection with Agnico Eagle's investment, W2 and Agnico Eagle have entered into an investor rights agreement (the "Investor Rights Agreement"), which will become effective upon the completion of the Arrangement, according to the release.
• The Investor Rights Agreement provides Agnico Eagle, provided it maintains certain ownership thresholds in W2, with the right to nominate one person (and, in the case of an increase in the size of W2's board of directors to eight or more directors, two persons) to W2's board of directors, and the right to participate in certain equity offerings or top-up its holdings in relation to dilutive issuances in order to maintain its unaffected ownership interest in W2 or increase its ownership interest to 19.99%, according to the company. The Investor Rights Agreement terminates immediately at such time as Agnico Eagle's ownership percentage is less than 5%, the release states.
• The Proceeds have been placed into escrow with Marrelli Trust Company and will be released from escrow and each Subscription Receipt will convert into one common share in the capital of W2 (each, a "W2 Share") upon satisfaction of certain escrow release conditions, according to the company.
• In connection with the First Tranche, certain eligible finders will be paid a cash finder's fee in the amount of $402,588 and will be issued 1,610,350 finders' warrants (the "Finders' Warrants") on the date the Subscription Receipts convert into W2 Shares, the company stated. Each Finders' Warrant will entitle the holder to one W2 Share at a price of $0.25 per share for a period of 24 months following the date of issuance. No finder's fee is payable and no Finders' Warrants will be issued in connection with the Second Tranche, according to the release.
• The securities issued pursuant to the First Tranche and Second Tranches are subject to a statutory fourth month and one day hold period from the later of the date of issuance and the date that W2 becomes a reporting issuer in any province or territory, according to the company.
• White Gold anticipates a third tranche of an additional 12,945,000 Subscription Receipts for gross proceeds of $3,236,250 to be completed shortly prior to the completion of the Spin-Out, with total gross proceeds of the Offering anticipated to be $10,000,000, the company stated.

Strategic/Operational Context

"We are very pleased with the strong interest in our W2 Spin-Out and the support from current and new strategic shareholders. The W2 critical mineral projects have benefited from over a decade of ground-up exploration, and now warrant the dedicated team, strategy and capital that W2 will bring to advance them further. We are also very pleased with progress of the White Gold exploration program, which includes our largest ever diamond drilling program on our flagship project designed to build upon the recently announced strong PEA results and demonstrate the potential to meaningfully further increase our gold resources and continue to make new discoveries. We look forward to the additional assays from this program building on the high-grade gold intercepts across multiple zones on multiple deposits recently announced," said David D'Onofrio, Chief Executive Officer, according to the press release.

Participation by certain insiders of White Gold, including Agnico Eagle, in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the company stated. White Gold was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the Offering in reliance of sections 5.5(b) and 5.7(1)(a) of MI 61-101, according to the release.

What to Watch Next

• A third tranche of an additional 12,945,000 Subscription Receipts for gross proceeds of $3,236,250 is anticipated to be completed shortly prior to the completion of the Spin-Out, according to the company.
• White Gold expects to notify shareholders of the record date and payment date of the Spin-Out shares via news release once all of the conditions to closing of the Spin-Out have been satisfied, which White Gold expects to occur in the near term, according to the release.
• Additional information concerning the Spin-Out is available in the management information circular of White Gold dated July 8, 2026 and White Gold's news releases dated August 28, 2026, August 12, 2026, July 21, 2026, June 15, 2026, and May 5, 2026, available under White Gold's profile on SEDAR+ and on White Gold's website, the company noted.

About White Gold Corp.

The Company owns a portfolio of 15,364 quartz claims across 19 properties covering 303,001 hectares (3,030 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 (The Golden Saddle, Arc, Ryan's Surprise & VG Deposits) which collectively contain a resource estimate of 1,732,300 ounces of gold in indicated resources (35.2 million tonnes grading 1.53 grams per tonne gold) and 1,265,900 ounces of gold in inferred resources (32.3 million tonnes grading 1.22 g/t Au) (see the Company's news release dated October 6, 2025). A Preliminary Economic Assessment ("PEA") on the White Gold Project outlines a 9.4-year, 12,000 tonne per day open pit operation producing an average of 188,000 ounces of gold per year (223,000 ounces per year over the first five years), with an after-tax NPV(5%) of C$1.86 billion, an after-tax IRR of 41% and a 1.5-year payback period at a base case gold price of US$3,600/oz (see the Company's news release dated September 25, 2026). Regional exploration work has also produced several other new discoveries and prospective targets on the Company's claim packages which border sizable gold discoveries including the Coffee Project owned by Talamore Mining (formerly Fuerte Metals) with Measured and Indicated Resources of 80.2 Mt grading 1.15 g/t Au for 2.96 million ounces of gold, and Inferred Resources of 21.2 Mt grading 1.17 g/t Au for 0.80 million ounces of gold, and Western Copper and Gold Corporation's Casino Project which has Measured and Indicated Resources of 2,490.7 Mt grading 0.18 g/t Au, 0.14% Cu for 14.8 million ounces of gold and 7.6 billion pounds of copper, and Inferred Resources of 1,412.5 Mt grading 0.14 g/t Au, 0.10% Cu for 6.3 million ounces of gold and 3.1 billion pounds of copper. For more information visit www.whitegoldcorp.ca.

Read full press release here.

Disclaimer and Forward-Looking Statements

The information contained herein is provided by ArcStone Financial Pulse Inc. ("ArcStone Financial Pulse"), a subsidiary of ArcStone Securities and Investments Corp. ("ArcStone"), for informational purposes only. It is not, and under no circumstances should it be construed as, an offer to sell or a solicitation of an offer to buy any securities or other financial instruments in any jurisdiction. This content is not a research report within the meaning of FINRA Rules 2241 or 2242 and does not constitute a research report under any applicable securities laws.

Certain statements contained herein may constitute "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements are based on current expectations, estimates, and assumptions that involve known and unknown risks and uncertainties which may cause actual results or developments to differ materially from those expressed or implied. These statements often include words such as "anticipate," "believe," "expect," "intend," "may," "plan," "project," "should," "target," or similar expressions. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date made. Except as required by law, ArcStone undertakes no obligation to update or revise any forward-looking information.

This content is not intended as investment advice or a recommendation to buy or sell any security and does not take into account the investment objectives, financial situation, or needs of any individual. Investors should consult their own professional advisors before making any investment decisions.

ArcStone Securities and Investments Corp. is not a registered broker-dealer and does not provide investment advice or recommendations. All registrable activities in the United States are conducted through ArcStone Securities, LLC (CRD# 306029) and/or Kingswood Capital Partners, LLC (CRD# 288898), both FINRA-registered broker-dealers, members SIPC. ArcStone Canada Inc. is not registered as a dealer in any Canadian jurisdiction; registrable dealing activities in Canada are conducted through appropriately registered affiliates.

ArcStone Kingswood is a DBA Office of Supervisory Jurisdiction (OSJ) of Kingswood Capital Partners, LLC (Member FINRA/SIPC) under which registered representatives of ArcStone Securities, LLC (Member FINRA/SIPC) and registered representatives of Kingswood Capital Partners, LLC conduct joint capital markets and investment banking activities. ArcStone Securities, LLC and Kingswood Capital Partners, LLC are parties to a written agreement governing the sharing of fees on transactions in which registered representatives of both firms participate. All securities transactions and investment banking services described in this article are conducted exclusively through ArcStone Securities, LLC and/or Kingswood Capital Partners, LLC; "ArcStone Kingswood" itself is not a registered broker-dealer or separate legal entity.

ArcStone Financial Pulse Inc. is owned by the same parent entity (ArcStone Securities and Investments Corp.) that owns ArcStone Securities, LLC. This common ownership, together with the joint operating relationship between ArcStone Securities, LLC and Kingswood Capital Partners, LLC under the ArcStone Kingswood DBA OSJ banner, represents a structural conflict of interest. The issuer featured in this article (the "Company") may be a current or former client of ArcStone or any of its subsidiaries and affiliates. Where ArcStone or its subsidiaries and affiliates have received or have been promised consideration for services provided to the Company, such consideration may include cash, stock, stock options, warrants, and/or Restricted Stock Units (RSUs) for the provision of corporate advisory, investor relations, digital media, or capital markets consulting services. This relationship represents a potential conflict of interest, as ArcStone may be perceived to have an incentive to present the Company in a favorable light. The principals, directors, officers, employees, and related entities of ArcStone and its affiliates may, from time to time, own, buy, or sell securities or derivatives of the Company or its affiliates.