Vancouver, British Columbia--(Newsfile Corp. - October 8, 2025) - Tiger Gold Corp. ("Tiger" or the "Company") is pleased to provide an update in connection with its proposed transaction with Badger Capital Corp (TSXV: YVR) ("Badger") that will constitute a Qualifying Transaction of Badger under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange, as previously announced by Badger on September 2, 2025 (the "Proposed Transaction"). In connection with the Proposed Transaction, the Company is pleased to announce it has entered into an engagement letter with SCP Resource Finance LP ("SCP"), on behalf of itself and a syndicate of agents to be determined (together, the "Agents") pursuant to which the Company has launched a "commercially reasonable efforts offering" of subscription receipts of the Company ("Subscription Receipts") for aggregate gross proceeds of up to $15 million (the "Offering").
The Offering will consist of up to 30,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. The Company will also grant the Agents an option to purchase up to an additional 20% of the Subscription Receipts, exercisable in whole or in part, at any time up to two business days prior to the closing of the Offering, for additional gross proceeds of up to $3,000,000.
Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction of all necessary conditions precedent to complete the Proposed Transaction, each Subscription Receipt will be automatically exchanged for one common share of Tiger (a "Tiger Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Tiger Warrant"). Each Tiger Warrant will entitle the holder to purchase one Tiger Share at an exercise price of C$1.00 for a period of 3 years from the date of closing of the Proposed Transaction.
Tiger will pay the Agents a commission of 6% of the gross proceeds raised in the Offering (the "Agent's Fee") and will issue the Agents broker warrants ("Tiger Broker Warrants") equivalent to 6% of the total number of Subscription Receipts sold, with each Tiger Broker Warrant being exercisable at a price of $0.50 for a period of 2 years from the date of closing of the Proposed Transaction for one Tiger Share and one-half common share purchase warrant entitling the holder to acquire an additional Tiger Share at an exercise price of $1.00 for a period of 3 years from the date of closing of the Proposed Transaction.
As previously announced, prior to completion of the Proposed Transaction Badger intends to complete consolidation of its common shares on a 2:1 basis (such post-consolidation common shares are referred to as the "Badger Shares"). Upon completion of the Proposed Transaction, each Tiger Share will be exchanged for one Badger Share and each Tiger Warrant will be exchanged for one common share purchase warrant of Badger.
At the closing of the Offering, the gross proceeds of the Offering, less 50% of the Agent's Fee and 50% of the Agent's expenses, will be placed into escrow pending satisfaction of the escrow release conditions. In the event the escrow release conditions are not satisfied within 180 days of the first closing of the Offering, or the Proposed Transaction is otherwise terminated, the escrowed funds together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled. To the extent that the escrowed funds are insufficient to refund 100% of the purchase price of the Subscription Receipts to the holders thereof, Badger and Tiger shall be jointly and severally responsible for any shortfall.
Following release from escrow and completion of the Proposed Transaction, the net proceeds of the Offering will be used for exploration of Tiger's properties and general corporate and working capital purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About Tiger Gold Corp.
Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchía Gold Project, a multi-million ounce gold deposit in the prolific Mid-Cacau belt in Colombia. Tiger is led by a multidisciplinary team of experienced mine builders, engineering, metallurgical, ESG, and corporate finance professionals who have brought numerous mines into production 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.
For further information, please contact:
Robert Vallis
President, CEO & Director
Tiger Gold Corp.
Tel: 604 359 1489
Email: info@tigergoldco.com
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the Proposed Transaction, the anticipated use of proceeds from the Offering, statements about the Offering (including the completion of the Offering on the terms and timelines as anticipate), and other statements that are not historical facts.
In making the forward-looking statements included in this news release, the Company has applied several material assumptions, including that the Company will complete the Proposed Transaction, that the Company will complete the Offering on the terms anticipated, that the Company will use the proceeds from the Offering as anticipated, that the Company will satisfy the escrow release conditions, that the Company's financial condition and development plans do not change as a result of unforeseen events and that future metal prices and the demand and market outlook for metals will remain stable or improve. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk that the Company is not able to find suitable purchasers for the Offering, that the Company is not able to satisfy the escrow release conditions, that the Company is not able to satisfy the conditions precedent to the completion Proposed Transaction in a timely manner or at all as well as the general risk factors related to exploration and development.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.
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SOURCE: Tiger Gold Corp.
