Badger Signs Amalgamation Agreement for Qualifying Transaction with Tiger Gold Corp.

Vancouver, British Columbia--(Newsfile Corp. - September 2, 2025) - Badger Capital Corp. (TSXV: YVR) ("Badger" or the "Company"), a capital pool company, is pleased to announce that further to its news release dated June 13, 2025, it has entered into a definitive amalgamation agreement dated August 29, 2025 (the "Amalgamation Agreement") with Tiger Gold Corp. ("Tiger") and 1551674 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company, pursuant to which the Company 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, this transaction will constitute the Qualifying Transaction (the "QT") of the Company under Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSX-V").

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchía Gold Project in the Mid-Cacau belt in Colombia. Tiger is incorporated in British Columbia and is led by a multidisciplinary team of experienced professionals in exploration, geology, mining engineering, metallurgy, mine building, ESG, and corporate finance, with backgrounds 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.

Tiger holds the exclusive option (the "Tiger Option") to acquire 100% of the Quinchía Gold Project and 90% of the Andes Gold Project in the Mid-Cacau belt in Colombia, known for its gold production and exploration potential. For a more detailed description of the properties and the terms of the Tiger Option, please refer to the Company's news release dated June 13, 2025.

Terms of the QT

Pursuant to the QT, holders of the common shares of Tiger (the "Tiger Shares") will receive one common share in the capital of Badger (on a post-Consolidation (as defined below) basis) (a "Resulting Issuer Share") for each Tiger Share held immediately before the completion of the QT.

Prior to completion of the QT, it is anticipated that Badger will complete a consolidation of its common shares at a ratio of 2:1 (the "Consolidation"). It is also expected that Badger will change its name to "Tiger Gold Corp.", or such other similar name as is acceptable to Tiger, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.

Completion of the QT is subject to a number of other customary conditions, including obtaining Tiger shareholder approval, TSX-V approval, and the Company introducing investors to Tiger subscribing for at least 30% of the Concurrent Financing (as defined below). It is not currently anticipated that the QT will require the approval of the shareholders of Badger, as it is not a Non-Arm's Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

As at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the QT, nor the respective percentages of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Badger and Tiger, as such determinations will depend upon the Concurrent Financing (as defined below). A subsequent news release will be issued when the applicable information is available. There are currently 58,999,000 Tiger Shares outstanding.

No finder's fee or commission is payable in connection with the QT. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the QT.

Financings

In connection with the QT, Tiger intends to complete a private placement of equity securities and subscription receipts, or both, for gross proceeds of a minimum of $10,000,000 and a maximum of $20,000,000, with a 15% over-allotment option, at a minimum price of $0.50 per security (the "Concurrent Financing"). It is intended that the Concurrent Financing will constitute a "Concurrent Financing" as such term is defined under Policy 2.4.

The net proceeds raised by Tiger in the Concurrent Financing will be used to fund the completion of a Preliminary Economic Assessment ("PEA") in the project, for staged cash payments payable to the optionor under the Tiger Option within 12 months following the completion of the QT, for exploration and development of the Quinchía Project, to advance other project areas of the Quinchía Gold Project, and for general working capital purposes.

Tiger may pay finders' fees in connection with the Concurrent Financing, the details of which will be disclosed in a subsequent news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Directors and Officers

It is anticipated that the board of directors of the Company will be reconstituted to comprise a slate of five directors, of which four directors will be appointed by Tiger and one director will be appointed by the Company. It is currently expected that the board of directors and officers of the Resulting Issuer will be comprised of the following individuals: Robert Vallis (President, CEO and Director), Yu Cai Rick Huang (CFO), Rickardo Welyorsky (COO), Terese Giselman (Corporate Secretary), Fraser Macdougall (Director), Keith Dolo (Director), Gary MacDonald (Director) and Jim Currie (Director).

Robert Vallis (President, CEO and Director)

Robert is an accomplished senior mining executive with a 28-year career in the mining sector, working with some of the most successful companies including 23 years with Barrick Gold and Yamana. Rob's experience spans multiple functional areas including C-Suite leadership, corporate development, M&A, transaction development and execution, mine engineering & operations.

Yu Cai Rick Huang (CFO)

Yu Cai Huang is a seasoned finance executive with broad experience in corporate finance, capital markets, and financial strategy, with a strong focus on the mining sector. He has served as CFO for many publicly listed companies and has acted for numerous junior and mid-tier mining companies, providing leadership in financial reporting, budgeting, governance, and capital raising. Rick holds a B.A. in Economics from Shanghai International Studies University and an MBA from the Ivey Business School at Western University.

Rickardo Welyorsky (COO)

Rickardo Welyhorsky is a seasoned mining executive with over 30 years of experience advancing gold projects from exploration through development, construction, and operations. He has held senior leadership roles at Barrick Gold, Pure Gold Mining, Yamana Gold, Detour Gold, and Signature Resources, where he led key initiatives in project design & execution, plant commissioning, operational readiness, and start-up. As Mine General Manager at Pure Gold, he oversaw site operations and construction to first gold pour. At Yamana, he led operational readiness initiatives for the Cerro Moro gold-silver mine. At Detour Gold, he led key areas of the development, construction and operation of a 61,000 tpd gold project valued at $1.6 billion. Rickardo holds a B.Sc. in Metallurgical Engineering from Laurentian University and is a licensed Professional Engineer. In addition to his gold experience, he most recently served as COO of Avalon Advanced Materials, where he helped raise $63 million and advanced a lithium hydroxide facility study with a projected $4.1 billion NPV.

Terese Giselman (Corporate Secretary)

Ms. Gieselman has over 35 years experience with junior mining and exploration companies listed on the TSX, TSXV, OTC, NASDAQ and CSE, in the roles of Chief Financial Officer, Treasurer, and Corporate Secretary. During her tenure in the resource sector, Terese has accumulated an extensive background in corporate and financial reporting and compliance for Canada and the United States, including particularly relevant experience in financings, treasury, international corporate structures and financial reporting in Mexico, Peru, Chile, Argentina and Zimbabwe.

Fraser Macdougall (Director)

Fraser Macdougall is an experienced capital markets executive, finance professional, and founder of numerous growth-stage companies, including as Co-founder of Tiger Gold. He has led capital markets activities, M&A transactions and financed dozens of private and public companies. Over the last 15 years, Fraser has been directly involved in building, scaling, and guiding numerous growth-stage companies through successful exit. Fraser is the Managing Partner of Nautilus Ventures, a private equity focused investment company that invests in, acquires, and scales emerging growth stage companies in the natural resource, consumer, technology and life sciences sectors.

Keith Dolo (Director)

Keith Dolo is an experienced executive with a background in scaling companies and executing strategic acquisitions. He spent over 14 years with Robert Half, a Fortune 500 executive consulting firm, where he specialized in advising senior executives in finance, operations, and corporate development. Keith is also a co-founder of Tiger Gold and Nautilus Ventures, where he has led investment and operational strategies focused on acquiring and optimizing underperforming or high-potential businesses. His expertise spans capital markets, M&A, and operational execution.

Gary MacDonald (Director)

Gary MacDonald, MBA, B.Comm., is a seasoned mining and capital markets executive with over 30 years of experience spanning mining operations, venture capital, and corporate strategy. He is the President and CEO of American Mining Corporation and the Founder of Goldunds Canada. Gary has led and advised projects across key jurisdictions including Canada, the U.S., Mexico, Greenland, Europe, and West Africa, with a focus on gold, silver, copper, and diamond assets. His background includes leadership in merchant banking, ESG, and impact investing, and he holds an MBA from Erasmus University and a B.Comm. from UBC.

Jim Currie (Director)

James A. (Jim) Currie has more than 45 years of experience in the mining industry and has been responsible for the construction and operation of mines in a number of countries around the world. He is currently the CEO of Ascot Resources Ltd., and the former Chief Operating Officer of TSX and NYSE-listed Equinox Gold, Pretium Resources and New Gold. He holds a B.Sc. Degree from Queen's University in Mining Engineering and is a Registered Professional Engineer in the Province of British Columbia. Mr. Currie is the 2014 Co-Winner of AME BC's prestigious EA Scholtz Award for Excellence in Mine Development for his role in building New Gold's New Afton mine.

Trading in Badger Shares

Trading in the common shares of the Company (the "Badger Shares") has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Badger Shares will not resume prior to the closing of the QT.

Sponsorship

Sponsorship of a QT is required by the TSX-V unless a waiver from the sponsorship requirement is obtained. The Company intends to apply for a waiver from sponsorship for the QT. There is no assurance that a waiver from this requirement will be obtained.

Disclosure Pursuant to Policy 2.4

Completion of the QT is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the QT cannot close until the required shareholder approval is obtained. There can be no assurance that the QT will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the QT, any information released or received with respect to the QT 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 TSX-V has in no way passed upon the merits of the proposed QT and has neither approved nor disapproved the contents of this press release.

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

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

ON BEHALF OF THE BOARD

"Neil Currie"

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

Forward-Looking Statements

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of Badger and Tiger with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding the QT including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals; the proposed change in name of the Company; the anticipated size and composition of the Company's board of directors following the QT; the terms of the Concurrent Financing, including the size and timing associated with completing such financings; (b) the business plans and expectations of Tiger; trading in Badger Shares and when such trading will resume, if at all; the issuance of and timing associated with issuing a further comprehensive news release or news releases; Tiger's completion of historical data verification activities and updated mineral resource estimates forming the basis of a PEA and the expected timing thereof; and expectations for other economic, business, and/or competitive factors.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the QT on the proposed terms and schedule; that Tiger will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the Definitive Agreement will not be terminated prior to the closing the QT; that the QT will be completed in accordance with the terms and conditions of the Definitive Agreement and within the timeframe expected; that no unanticipated events will occur that will delay or prevent the completion of the QT; and that Tiger will complete its planned historical data verification activities and prepare updated mineral resource estimates forming the basis of a PEA and on the timing anticipated.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Badger and Tiger and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Badger and Tiger's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Badger and Tiger believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the QT; the ability to obtain requisite regulatory and Board approvals and the satisfaction of other conditions to the consummation of the QT on the proposed terms and schedule; the potential impact of the announcement or consummation of the QT on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risk that Tiger will not be able to complete its planned historical data verification activities and prepare updated mineral resource estimates forming the basis of a PEA on the timing anticipated or at all; the risks and uncertainties associated with foreign markets; and the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the business of Badger and Tiger and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Badger and Tiger have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Badger and Tiger do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

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