Big Gold Upsizes its previously announced Non-Brokered Private Placement
Toronto, ON – February 4, 2026 - Big Gold Inc. (CSE: BG) (FSE: H7L) (the “Company” or “Big Gold”) is pleased toannounce the expansion of its previously announced non-brokered privateplacement due to high investor demand.
As part of the expanded offering LIFE Offering, BigGold will issue up to 12,500,000 non-flow-through Hard units under the ListedIssuer Financing exemption (the “HD Units”) for gross proceeds of $500,000at a price of $0.04 per HD Unit, and up to 2,222,222 flow-through units ( the “FTUnits”) for gross proceeds of $100,000 at a price 0f $0.045 per FT Unit.
Each HD Unit will be comprised of one common share inthe capital of the Company (a “Common Share”) and one-half of one commonshare purchase warrant (each whole warrant, a “Warrant”). Each Warrantwill entitle the holder thereof to purchase one Common Share of the Company fora period of thirty-six (36) months from the date of issuance at an exerciseprice of $0.075 per Share.
Each HD Unit will be comprised of one common share inthe capital of the Company (a “FT Share”) and one-half of one commonshare purchase warrant (each whole warrant, a “Warrant”). Each full Warrantwill entitle the holder thereof to purchase one Common Share of the Company fora period of thirty-six (36) months from the date of issuance at an exerciseprice of $0.075 per Share.
Each FT Share will qualify as a“flow-through share” within the meaning of subsection 66(15) of the Income TaxAct (Canada) (the “Tax Act”).
The entire gross proceeds from the FT Shares will beused for Canadian Exploration Expenses as such term is defined in paragraph (f)of the definition of “Canadian exploration expense” in subsection 66.1(6) ofthe Tax Act, and “flow through mining expenditures” as defined in subsection127(9) of the Tax Act that will qualify as “flow-through mining expenditures”,and “Ontario flow-through mining expenditures” as defined insubsection 103(4) of the Income Tax Act (Ontario), which will beincurred on or before December 31, 2025 and renounced with aneffective date no later than December 31, 2024 to the initial purchasers of FT Shares.
The Company may pay finders’ fees comprised of cashand non-transferable warrants in connection with both Offerings, subject tocompliance with the policies of the CSE.
The Offerings are scheduled to close on or about February15, 2026 (the "Closing Date"), unless otherwise disclosed by theCompany.
Subject to compliance with applicable regulatoryrequirements and in accordance with National Instrument 45-106 - ProspectusExemptions ("NI 45-106"), the Offering is being made to purchasers residingin each of the Provinces of Canada, except Quebec, pursuant to the listedissuer financing exemption under Part 5A of NI 45-106 (the"Exemption"). The securities offered under the Exemption will not besubject to a hold period in accordance with applicable Canadian securitieslaws. There is an offering document (the "Offering Document") relatedto the Offering that can be accessed under the Company's profile at www.sedarplus.caand on the Company's website at www.biggold.ca.Prospective investors should read this Offering Document before making aninvestment decision.
The LIFE securities issued pursuant to the offeringwill not be subject to any statutory hold period in accordance with applicableCanadian securities laws.
This press release shall not constitute an offer tosell or the solicitation of an offer to buy securities in the United States,nor shall there be any sale of the securities in any jurisdiction in which suchoffer, solicitation or sale would be unlawful. The securities being offeredhave not been, nor will they be, registered under the 1933 Act or under anyU.S. state securities laws, and may not be offered or sold in the United Statesabsent registration or an applicable exemption from the registration requirementsof the 1933 Act, as amended, and applicable state securities laws.
About Big Gold Inc.
Big Gold Inc. is ajunior mining exploration company. Its initial focus is to conduct ExplorationPrograms on the Martin Kenty and Tabor projects located in Ontario. Big Goldwill also continue to consider other opportunities as they arise, with theobjective of acquiring and exploring early-stage base and precious metalprojects. Learn more about the Company on its website: https://biggold.ca/.
For more information, pleasecontact investor relations at investors@biggold.ca.
On Behalf of the Board ofDirectors,
Scott Walters
President and CEO
Neither the Canadian Securities Exchange nor itsregulation services provider has reviewed or accepted responsibility for theadequacy or accuracy of this press release.
This press release may include forward-looking informationwithin the meaning of Canadian securities legislation, concerning the businessof the Company. Forward-looking information is based on certain keyexpectations and assumptions made by the management of the Company. Althoughthe Company believes that the expectations and assumptions on which suchforward-looking information is based on are reasonable, undue reliance shouldnot be placed on the forward-looking information because the Company can give noassurance that they will prove to be correct. Forward-looking statements contained in this press release are made asof the date of this press release. TheCompany disclaims any intent or obligation to update publicly anyforward-looking information, whether as a result of new information, futureevents or results.