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A2 Gold Corp. Capital/Financing Update 2025

Jun 26, 2025

47521_rns_2025-06-26_ad15a564-bf8f-42af-aa3d-78fdec123904.pdf

Capital/Financing Update

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FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer
Allegiant Gold Ltd. (the “Company” or “Allegiant”)
400-1681 Chestnut Street
Vancouver, BC V6J 4M6

Item 2: Date of Material Change
June 26, 2025.

Item 3: News Release
A news release was disseminated on June 26, 2025 and filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Changes
The Company announced that it has completed its non-brokered private placement (the "Offering") raising gross proceeds of $3,499,260 through the issuance of 19,440,332 units (“Unit”). See Item 5 for further details.

Item 5: Full Description of Material Change
The Company announced that it has closed its Offering raising gross proceeds of $3,499,260 through the issuance of 19,440,332 Units at a price of $0.18 per Unit. Each Unit consists of one Common share (each a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”).

Each Warrant entitles the holder to acquire an additional Common Share at a price of $0.28 for a period of 12 months (the “Expiry Date”) from the date of closing (the “Closing Date”) of the Offering, provided that in the event that the closing price of the Company’s Common Shares on the TSX Venture Exchange (the “Exchange”) (or such other exchange on which the Company’s Common Shares may become traded) is CDN$0.70 or greater per Common Share during any ten (10) consecutive trading day period at any time subsequent to four months and one day after the Closing Date, the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holders of the Warrants (the “Accelerated Expiry Provisions”).

The Company paid finder’s fees of $244,948.18 cash and 1,360,823 finder’s warrants (the “Finder’s Warrants”) to arm’s length finders in accordance with the policies of the Exchange. The Finder’s Warrants are non-transferable and exercisable at $0.28 per Common Share until the Expiry Date, subject to the Accelerated Expiry Provisions.

All securities issued in connection with the Offering are subject to a four-month statutory hold period following closing and the Exchange Hold Period expiring on October 27, 2025. The net proceeds from the Offering will be used for exploration at its Eastside property and for general working capital.

The Offering remains subject to the final approval of the Exchange.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.

Item 7: Omitted Information
None.

Item 8: Executive Officer
For further information, please contact:
Investor Relations at [email protected]

Item 9: Date of Report
June 26, 2025.