Badger Signs Amalgamation Agreement for Qualifying Transaction with Tiger Gold Corp. - Seite 2

Completion of the QT is subject to a number of other customary conditions, including obtaining Tiger shareholder approval, TSX-V approval, and the Company introducing investors to Tiger subscribing for at least 30% of the Concurrent Financing (as defined below). It is not currently anticipated that the QT will require the approval of the shareholders of Badger, as it is not a Non-Arm's Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

As at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the QT, nor the respective percentages of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Badger and Tiger, as such determinations will depend upon the Concurrent Financing (as defined below). A subsequent news release will be issued when the applicable information is available. There are currently 58,999,000 Tiger Shares outstanding.

No finder's fee or commission is payable in connection with the QT. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the QT.

Financings

In connection with the QT, Tiger intends to complete a private placement of equity securities and subscription receipts, or both, for gross proceeds of a minimum of $10,000,000 and a maximum of $20,000,000, with a 15% over-allotment option, at a minimum price of $0.50 per security (the "Concurrent Financing"). It is intended that the Concurrent Financing will constitute a "Concurrent Financing" as such term is defined under Policy 2.4.

The net proceeds raised by Tiger in the Concurrent Financing will be used to fund the completion of a Preliminary Economic Assessment ("PEA") in the project, for staged cash payments payable to the optionor under the Tiger Option within 12 months following the completion of the QT, for exploration and development of the Quinchía Project, to advance other project areas of the Quinchía Gold Project, and for general working capital purposes.

Tiger may pay finders' fees in connection with the Concurrent Financing, the details of which will be disclosed in a subsequent news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.