Blue Star Gold Announces Third Tranche Issuance of Shares Pursuant to Loan Agreement

Rhea-AI Summary

Blue Star Gold (OTCQB: BAUFF) issued 98,452 common shares at a deemed price of $0.37 per share on October 24, 2025, representing the third and final tranche of a three-tranche loan bonus tied to a renewal agreement with director and controlling shareholder Dr. Georg Pollert.

The Loan totals $2,537,434 (original principal $2,435,542 plus accrued interest $101,892.40), bears interest at 3% per annum and has a three-year term. The new Shares are subject to a four-month-and-one-day hold period. The issuance is a related-party transaction and the company relied on MI 61-101 exemptions from formal valuation and minority approval.

Positive

• Loan renewed for $2,537,434 with a fixed three-year term
• Interest rate set at 3% per annum, limiting immediate cash interest cost

Negative

• Issued 98,452 shares on Oct 24, 2025, increasing share count (dilution)
• Related-party issuance to director controlling shareholder Dr. Georg Pollert
• Company relied on MI 61-101 exemptions; no minority shareholder approval obtained

Vancouver, British Columbia--(Newsfile Corp. - October 24, 2025) - Blue Star Gold Corp. (TSXV: BAU) (OTCQB: BAUFF) (FSE: 5WP0) ("Blue Star" or the "Company") announces that, further to its news releases of October 25, 2023 and October 25, 2024, it has issued 98,452 common shares (the "Shares") at a deemed price of $0.37 per Share which represents the third and final tranche of Shares owing pursuant to a renewal agreement (the "Agreement") entered into with Dr. Georg Pollert, a director of the Company and a controlling shareholder, in relation with a loan in the principal amount of $2,537,434 (the "Loan"), being $2,435,542 as original principal and $101,892.40 as accrued interest. The Loan has a term of three years and bears interest at 3% per annum.

Pursuant to the Agreement, the Company agreed to issue an aggregate of 295,354 Shares of the Company to Dr. Pollert as a loan bonus payable in three tranches. The Company completed the first issuance of 98,451 Shares on October 25, 2023 and the second issuance of 98,451 Shares on October 25, 2024.

The Shares are subject to a four-month and one day hold period pursuant to securities laws in Canada and the Exchange Hold Period.

The issuance of the Shares pursuant to the Loan is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The Company relied on certain exemptions from the requirement to obtain a formal valuation and minority shareholder approval, namely sections 5.5(a) and 5.7(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the issuance of Shares exceeds 25% of the Company's market capitalization.

About Blue Star Gold Corp.

Blue Star is a mineral exploration and development company focused in Nunavut, Canada. Blue Star's landholdings total 300 square kilometres of highly prospective and underexplored mineral properties in the High Lake Greenstone Belt. The Company owns the Ulu Gold Project, comprised of the Ulu Mining Lease and Hood River Property, and the Roma Project. A significant high-grade gold resource exists at the Flood Zone deposit (Ulu Mining Lease), and numerous high-potential exploration targets (gold and critical minerals) occur throughout the Company's extensive landholdings, providing Blue Star with excellent resource growth potential. The site of the future deep-water port at Grays Bay is 40 - 100 km to the north of the properties, and the proposed route corridor for the all-weather Grays Bay Road passes close by the Roma and Ulu Gold Projects.

Blue Star is listed on the TSX Venture Exchange under the symbol: BAU, the U.S. OTCQB Venture Market under the symbol: BAUFF, and on the Frankfurt Exchange under the symbol: 5WP0. For information on the Company and its projects, please visit our website: www.bluestargold.ca.

For further information, please contact:

Grant Ewing, P. Geo., CEO
Telephone: +1 778-379-1433
Email: info@bluestargold.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the TSX-Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271720

FAQ

What did Blue Star Gold (BAUFF) announce on October 24, 2025?

Blue Star issued 98,452 common shares at $0.37 per share as the third tranche under a loan renewal with director Dr. Georg Pollert.

How large is the loan tied to the BAUFF share issuance?

The Loan totals $2,537,434 (original principal $2,435,542 plus accrued interest $101,892.40).

What are the terms of the loan for BAUFF new shares?

The Loan has a three-year term and bears interest at 3% per annum.

Are the BAUFF shares from the Oct 24, 2025 issuance restricted?

Yes; the Shares are subject to a four-month-and-one-day hold period under Canadian securities laws.

Was shareholder approval required for the BAUFF related-party issuance?

The company treated the issuance as a related-party transaction and relied on MI 61-101 exemptions, so no formal valuation or minority approval was obtained.