NeXGold Mining Corp. (TSXV:NEXG) entered into a definitive agreement to acquire Signal Gold Inc. (TSX:SGNL) for CAD 24.7 million on October 9, 2024. Each Signal Gold share will be exchanged for 0.1244 of a NexGold Share. Upon completion of the transaction, existing NexGold and Signal shareholders will own approximately 71% and 29% of NexGold. The buy-side termination fee equates to CAD 1.75 million. The sell-side termination fee equates to CAD 1.75 million. The combined company?s board of directors will be led by Jim Gowans as Chair and will comprise six (6) board members nominated by NexGold and two (2) board members nominated by Signal. Reporting to the board of directors, the combined company will be managed by Kevin Bullock as President and Chief Executive Officer & Director, Jeremy Wyeth as Chief Operating Officer, and Orin Baranowsky as Chief Financial Officer. The transaction was unanimously approved by both Signal Gold and NexGold's board of directors. The transaction is subject Signal's shareholders. The transaction is subject to the approval of court and TSX venture exchange. Transaction is subject to NeXGold restructuring of debt. The transaction is expected to close in December 2024. As of December 6, 2024, Signal Gold shareholders approved the transaction. The Arrangement is expected to become effective on December 13, 2024. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on December 11, 2024.

Fiore Management & Advisory Corp. acted as financial advisor to NeXGold. Jason Sutherland of DuMoulin Black LLP acted as legal advisor to NeXGold. BMO Capital Markets acted as financial advisor and fairness opinion provider to the board of directors of Signal Gold. Alex Pizale of Cassels Brock & Blackwell LLP acted as legal advisor to Signal Gold Inc. In connection with the Arrangement, Fiore Management and Advisory Corp. was issued 638,334 NexGold Shares in consideration for advisory services provided to NexGold. BMO Nesbitt Burns Inc. will be issued NexGold Shares as partial consideration for financial advisory services provided to Signal Gold in connection with the Arrangement.