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NexGold Mining M&A Activity 2025

Apr 8, 2025

46341_rns_2025-04-08_0a983eb0-7cb3-422b-862b-107acd2ca7f5.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE
(Pursuant to section 4.9 of NI 51-102)

  1. Names of the Parties to the Transaction

NexGold Mining Corp. ("NexGold") and Signal Gold Inc. ("Signal").

  1. Description of the Transaction

On December 13, 2024, NexGold announced the completion of a previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario), pursuant to which, among other things, NexGold acquired all of the issued and outstanding common shares of Signal (the "Signal Shares") on the basis of 0.1244 of a common share of NexGold in exchange for each Signal Share.

The Arrangement was approved by Signal shareholders at a special meeting held on December 6, 2024 (the "Meeting"), and by the Superior Court of Ontario (Commercial List) on December 11, 2024.

  1. Effective Date of Transaction

December 13, 2024.

  1. Name of Each Party that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

NexGold continues to be a reporting issuer in British Columbia, Alberta and Ontario, and also became a reporting issuer in Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec, and Saskatchewan upon completion of the Arrangement. Signal applied to the Ontario Securities Commission, as principal regulator (the "OSC"), for an order that Signal cease being a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, and Saskatchewan (the "Order"). The OSC issued its decision granting the Order effective February 14, 2025.

  1. Date of the reporting issuer's first financial year-end subsequent to the transaction, if paragraph (a) or subparagraph (b) (ii) of Section 4.9 of NI 51-102 applies

December 31, 2024.

  1. Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the transaction, if paragraph (a) or subparagraph (b) (ii) of the Section 4.9 of NI 51-102 applies

Audited annual financial statements of NexGold for the year ended December 31, 2024.

  1. Documents filed under National Instrument 51-102 that described the Transaction and where those documents can be found in electronic format, if paragraph (a) or subparagraph (b) (ii) of Section 4.9 of NI 51-102 applies

  • 2 -

The following documents describing the Arrangement were filed on SEDAR+ and are available on www.sedarplus.ca under the profile for Signal:

  • joint news release of NexGold and Signal dated October 10, 2024;
  • material change report of Signal dated October 17, 2024;
  • notice of meeting and management information circular of Signal dated November 5, 2024 in respect of the Meeting;
  • news release of Signal dated November 18, 2024;
  • news release of Signal dated November 22, 2024;
  • news release of Signal Dated November 28, 2024;
  • news release of Signal dated December 6, 2024;
  • joint news release of NexGold and Signal dated December 13, 2024; and
  • material change report of Signal dated December 17, 2024.

DATED this 8th day of April, 2025.