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Tiger Gold Corp. M&A Activity 2026

Jan 6, 2026

48068_rns_2026-01-05_09d5f3b1-2d40-438e-9f94-750d25849db2.pdf

M&A Activity

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AMENDED AND RESTATED NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

This Notice of Change in Corporate Structure amends and restates the notice filed by the Company on December 19, 2025.

Item 1
Names of the Parties to the Transaction

Tiger Gold Corp. (formerly Badger Capital Corp.) (the "Company"), Tiger Gold Corp. ("Former Tiger") and 1551674 B.C. Ltd. ("Subco") (now amalgamated with Tiger Gold Corp.)

Item 2
Description of the Transaction

On December 16, 2025, the Company completed its previously announced "Qualifying Transaction" (the "Transaction") pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "TSXV") pursuant to which Former Tiger amalgamated with Subco, a wholly owned subsidiary of the Company, through a "three cornered" amalgamation transaction. Pursuant to the Transaction, on December 16, 2025, the Company issued an aggregate of 97,764,858 common shares in the capital of the Company in exchange for the issued and outstanding common shares of Former Tiger.

Pursuant to the Transaction, Former Tiger and Subco amalgamated and became a single corporation named "Tiger Gold Resources Corp.", which is now a wholly-owned subsidiary of the Company.

The Transaction constituted a reverse takeover of the Company by Former Tiger as defined in National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").

Effective at the opening of markets on December 19, 2025, the common shares of the Company resumed trading on the TSXV as a Tier 2 mining issuer under the symbol "TIGR".

Item 3
Effective Date of the Transaction

December 16, 2025.

Item 4
Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Not Applicable. The Company continues to be a reporting issuer in the same jurisdictions, namely British Columbia and Alberta.

Item 5
Date of the Reporting Issuer's First Financial Year-End after the Transaction, if


applicable

The Company's first financial year-end subsequent to the completion of the Transaction will be July 31, 2026, as the Company has adopted the financial year end of Former Tiger, the "reverse takeover acquirer" as such term is defined in NI 51-102.

Item 6

The 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 after the Transaction, if applicable

The Company is required to file the following financial statements for the first financial year following the Transaction:

Entity Financial Statements Period Comparative Period
Former Tiger (prior to the Transaction) Unaudited interim financial statements Three months ended October 31, 2025 Three months ended October 31, 2024
The Company Unaudited interim financial statements Three and six months ended January 31, 2026 Three and six months ended January 31, 2025
The Company (prior to the Transaction) Audited annual financial statements Year ended November 30, 2025 Year ended November 30, 2024
The Company Unaudited interim financial statements Three and nine months ended April 30, 2026 Three and nine months ended April 30, 2025
The Company Audited annual financial statements Year ended July 31, 2026 Year ended July 31, 2025

Item 7.

Documents filed under NI 51-102 that describe the Transaction

The Company disseminated and filed on SEDAR+ (www.sedarplus.ca) news releases describing the Transaction on June 16, September 2, October 8, November 19, December 11 and December 16, 2025.

On December 10, 2025, the Company filed on SEDAR+ the filing statement of the Company dated December 10, 2025 (the "Filing Statement") prepared in connection with the Transaction.

Item 8.

Date of Report

January 5, 2026.