Pirate Gold Amends Agreement with Paradigm

Rhea-AI Summary

Pirate Gold (OTCQB: SICNF) filed an amending agreement with the TSXV dated April 29, 2026, reworking consideration for its acquisition of four mineral licences from Paradigm Minerals, Ian Farrell and Katie Lewis. The total consideration is unchanged but reallocated: a one-time cash payment of $11,960 to Paradigm and $400 to Ian Farrell, plus issuance of 280,000 common shares to Paradigm and 20,000 common shares to Ian Farrell. All other terms remain unchanged.

Positive

• Acquisition of four mineral licences completed under amended terms
• Total consideration amount remains unchanged

Negative

• Issuance of 300,000 common shares may dilute existing shareholders
• Cash outlay of $12,360 total ($11,960 + $400) reduces company cash reserves

St. John's, Newfoundland and Labrador--(Newsfile Corp. - April 29, 2026) - Pirate Gold Corp. (TSXV: YARR) (OTCQB: SICNF) ("Pirate Gold" or the "Company"), further to its December 19, 2025 news release the Company advises that it has filed an amending agreement with the TSXV in regards to its acquisition of four mineral licences from Paradigm Minerals Inc.("Paradigm"), Ian Farrell, and Katie Lewis. The amount of consideration payable remains the same but has been reallocated so that the Company will now make a one-time cash payment of $400 to Ian Farrell and $11,960 to Paradigm, and will issue 280,000 common shares to Paradigm and 20,000 common shares to Ian Farrell. All other terms of the agreement remain unchanged.

About Pirate Gold Corp.

Pirate Gold Corp. is led by an experienced management team and is the dominant explorer along the Valentine Lake Fault Zone in Newfoundland, Canada's newest gold district. The Company's primary focus is its 100% owned district-scale Treasure Island Gold Project, along with a portfolio of gold projects, including the district-scale Fleur de Lys Project.

For more information, please contact:

Denis Laviolette, Executive Chairman, CEO & Director
E: denis@pirategold.ca

Cathy Hume, VP Corporate Development & Director
T: 416-868-1079 x 251
E: cathy@chfir.com

Website: www.pirategold.ca
Twitter: @PirateGoldCorp
Facebook: @PirateGoldCorp
LinkedIn: @PirateGoldCorp

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.

Investors are cautioned that trading in the securities of the Company should be considered highly speculative. This news release contains "forward-looking statements" within the meaning of the applicable Canadian securities legislation that are based on expectations, estimates, assumptions, geological theories, and projections as at the date of this news release. The information in this news release about any information herein that is not a historical fact may be "forward-looking statements." Actual results may differ materially. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (which may, but not always, include phrases such as "anticipates", "plans", "scheduled", "believed" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) including statements regarding the Company's plans with respect to the Company's projects and the timing related thereto, the merits of the Company's projects, the Company's objectives, plans and strategies, the receipt of TSXV final approval for the Offering, the use of proceeds of the Offering, and other matters are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. Factors that may cause results to vary include delays in obtaining necessary approvals, changes in the market for the Company's securities, results of exploration, loss of title to properties, delays in obtaining permits or access to mineral properties, including as a result of adverse weather, fire or flood, changes to the Tax Act, rejection of expenditures as Qualifying Expenditures, and factors included in the documents filed from time to time with the Canadian securities regulatory authorities by Pirate Gold Corp. Pirate Gold Corp. will not update these forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295013

FAQ

What did Pirate Gold (SICNF) change in the April 29, 2026 amending agreement?

The company reallocated consideration for its four‑licence acquisition, keeping the total unchanged. According to the company, payments now include $11,960 cash to Paradigm, $400 cash to Ian Farrell, 280,000 shares to Paradigm, and 20,000 shares to Ian Farrell.

How many shares will Pirate Gold issue to Paradigm and Ian Farrell under the amended deal?

Pirate Gold will issue a total of 300,000 common shares under the amendment. According to the company, 280,000 shares go to Paradigm and 20,000 shares go to Ian Farrell.

Will the amended agreement change the total consideration Pirate Gold pays for the licences?

No, the total consideration remains the same despite the reallocation. According to the company, only the split between cash and share payments was adjusted; overall consideration amount was not increased or decreased.

What cash payments does Pirate Gold make under the amended agreement dated April 29, 2026?

The amendment sets one-time cash payments of $11,960 to Paradigm and $400 to Ian Farrell. According to the company, those cash amounts replace prior allocation but do not raise the total transaction cost.