Badger Signs Amalgamation Agreement for Qualifying Transaction with Tiger Gold Corp.

Vancouver, British Columbia--(Newsfile Corp. - September 2, 2025) - Badger Capital Corp. (TSXV: YVR) ("Badger" or the "Company"), a capital pool company, is pleased to announce that further to its news release dated June 13, 2025, it has entered into a definitive amalgamation agreement dated August 29, 2025 (the "Amalgamation Agreement") with Tiger Gold Corp. ("Tiger") and 1551674 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a "three-cornered amalgamation", acquire all of the issued and outstanding securities of Tiger. Together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, this transaction will constitute the Qualifying Transaction (the "QT") of the Company under Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSX-V").

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchía Gold Project in the Mid-Cacau belt in Colombia. Tiger is incorporated in British Columbia and is led by a multidisciplinary team of experienced professionals in exploration, geology, mining engineering, metallurgy, mine building, ESG, and corporate finance, with backgrounds at globally recognized mining companies including AngloGold Ashanti, Barrick Gold Corporation, Yamana Gold Inc., and B2Gold Corp. Tiger is led by President and CEO, Robert Vallis, who brings a strong record of strategic leadership and execution in the mining sector, including his role in the US$9.5 billion acquisition and integration of Placer Dome by Barrick, as well as the US$3.9 billion joint acquisition of Osisko Mining by Yamana and Agnico Eagle Mines Limited.

Tiger holds the exclusive option (the "Tiger Option") to acquire 100% of the Quinchía Gold Project and 90% of the Andes Gold Project in the Mid-Cacau belt in Colombia, known for its gold production and exploration potential. For a more detailed description of the properties and the terms of the Tiger Option, please refer to the Company's news release dated June 13, 2025.

Terms of the QT

Pursuant to the QT, holders of the common shares of Tiger (the "Tiger Shares") will receive one common share in the capital of Badger (on a post-Consolidation (as defined below) basis) (a "Resulting Issuer Share") for each Tiger Share held immediately before the completion of the QT.

Prior to completion of the QT, it is anticipated that Badger will complete a consolidation of its common shares at a ratio of 2:1 (the "Consolidation"). It is also expected that Badger will change its name to "Tiger Gold Corp.", or such other similar name as is acceptable to Tiger, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.

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