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Southern Cross Gold Announces Filing of Final Base Shelf Prospectus

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Southern Cross Gold (OTCQX:SXGCF) filed a final short form base shelf prospectus in Canada on April 8, 2026, enabling offers of up to C$700 million of securities over 25 months. The filing creates a standing facility to issue common shares, warrants, debt, subscription receipts or units.

The company said it has no immediate plans to issue securities; the shelf is intended to provide timely, cost-efficient access to capital aligned with Sunday Creek predevelopment milestones and may require ASX shareholder approval for future issuances.

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Positive

  • Shelf facility of C$700 million available over 25 months
  • Enables rapid, short-form offerings without full regulatory review
  • Provides funding flexibility aligned to Sunday Creek project milestones

Negative

  • Potential shareholder dilution from issuances up to C$700 million
  • ASX shareholder approval may be required for future issuances
  • Securities are not registered for sale in the United States

News Market Reaction – SXGCF

+6.08%
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In the Apr 8 session, SXGCF gained 6.08%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia and Melbourne, Australia--(Newsfile Corp. - April 8, 2026) - Southern Cross Gold Consolidated Ltd (TSX: SXGC) (ASX: SX2) (OTCQX: SXGCF) (FSE: MV3) ("SXGC", "SX2" or the "Company") announces that the Company has filed and has obtained a receipt for a (final) short form base shelf prospectus (the "Shelf Prospectus"). The Shelf Prospectus was filed with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario and enables the Company to offer for sale and issue, up to C$700 million of common shares, warrants, debt securities, subscription receipts and units or any combination thereof, from time to time over a period of 25 months.

In Canada, a base shelf prospectus is a standard regulatory instrument used by TSX-listed companies to pre-qualify securities for sale. It is analogous in purpose to an Australian shelf prospectus under the Corporations Act 2001 (Cth), in that it enables a company to complete the applicable regulatory review process in advance, and then execute individual offerings quickly by filing a short-form prospectus supplement at the time of each raise. This is common practice among established TSX-listed mining and development companies who maintain standing shelf facilities as a matter of prudent financial management. Importantly, securities issued to investors under a shelf prospectus supplement are not subject to a four-month mandatory hold period in Canada, which enables more efficient and cost-effective access to a broad institutional investor base.

The Company has no immediate plans to issue securities under the Shelf Prospectus, and may never issue any securities under the Shelf Prospectus. The filing of the Shelf Prospectus should not be interpreted as an indication of an imminent capital raising. Rather, it reflects sound financial management practice - ensuring that the Company has the regulatory infrastructure in place to act efficiently if and when market conditions and project milestones make it appropriate to do so. As SXGC advances through a capital-intensive phase of predevelopment at Sunday Creek, the ability to access capital markets in a timely and cost-effective manner is an important element of the Company's financing strategy. The Shelf Prospectus provides the flexibility to raise capital in tranches aligned with project milestones, without the need for a full regulatory review process for each offering. The specific terms of any future offering under the Shelf Prospectus will be determined at the time of such offering and disclosed in a corresponding prospectus supplement, which will be filed with applicable Canadian securities regulatory authorities. The Shelf Prospectus also reinforces SXGC's standing as a predevelopment-stage company of scale, consistent with the institutional-grade governance and capital markets readiness expected of a company of this profile. The Company may require shareholder approval under the ASX Listing Rules in connection with any future issuance.

A copy of the Shelf Prospectus and the final receipt in respect thereof received from the British Columbia Securities Commission is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

The Securities have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.

About Southern Cross Gold Consolidated Ltd.

Southern Cross Gold Consolidated Ltd. (TSX: SXGC) (ASX: SX2) (OTCQX: SXGCF), is defining a leading gold-antimony project at the Sunday Creek Gold-Antimony Project, located 60 km north of Melbourne. Sunday Creek is a significant gold and antimony drill discovery in a Tier 1 location, with high-grade drill results including 81 composite intersections exceeding 100 g/t Au from 114.8 km of drilling. The mineralization follows a "Golden Ladder" structure over 12 km of strike length, with structures tested from surface to 1,100 m depth.

Sunday Creek's strategic value is enhanced by its dual-metal profile. The Company has a critical mineral the Western world needs. This has gained increased significance following China's export restrictions on antimony, a critical metal for defence and semiconductor applications. Southern Cross' inclusion in the US Defense Industrial Base Consortium (DIBC) and Australia's AUKUS-related legislative changes position it as a potential key Western antimony supplier.

Technical fundamentals further strengthen the investment case, with preliminary metallurgical work showing non-refractory mineralization suitable for conventional processing and gold recoveries of 93% to 98% through gravity and flotation.

With a strong cash position, 1,392 Ha of strategic freehold land ownership, and a large 200 km drill program planned through Q1 2027, SXGC is well-positioned to advance this globally significant gold-antimony discovery in a tier-one jurisdiction, delivering milestone by milestone.

- Ends -

For ASX Compliance: This announcement has been approved for release by the Board of Southern Cross Gold Consolidated Ltd.

Qualified/Competent Person

The technical information in this news release, including the information that relates to exploration results at Sunday Creek was prepared under the supervision of, or has been prepared, reviewed, verified and approved by Michael Hudson, President, CEO and Managing Director of SXGC, a qualified person as defined by the NI 43-101 and a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy, Mr. Hudson has sufficient experience relevant to the style of mineralization and type of deposit under consideration, and to the activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Hudson consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.

Forward-Looking Statements

The information in this news release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements, other than statements of present or historical facts are forward-looking statements. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include but are not limited to: statements with respect to the distribution of securities, if any, under a prospectus supplement to the Shelf Prospectus, and any anticipated benefits associated there with, general business, economic, competitive, political, social uncertainties, the state of capital markets, unforeseen events, developments or factors causing any of the expectations, assumptions and other factors ultimately being accurate or irrelevant; and other risks described in the Company's documents filed with Canadian and Australian (under code SX2) securities regulatory authorities. You can find further information with respect to these and other risks in filings made by the Company with the securities regulatory authorities in Canada and Australia (under code SX2), as applicable, and available in Canada under the Company's profile at www.sedarplus.ca or in Australia under code SX2 at www.asx.com. Documents are also available at www.southerncrossgold.com. The assumptions used in the preparation of this news release, although considered reasonable at the time of preparation, may prove imprecise. Therefore, readers should not place undue reliance on these forward-looking statements. The Company disclaims any obligation to update or revise these forward-looking statements, expect as required by applicable law.

For further information, please contact:

Mariana Bermudez - Corporate Secretary

mb@southerncrossgold.com or +1 604 685 9316

Executive Office

1305 - 1090 West Georgia Street Vancouver, BC, V6E 3V7, Canada

Nicholas Mead - Corporate Development

info@southerncrossgold.com.au or +61 415 153 122

Justin Mouchacca, Assistant Company Secretary,

jm@southerncrossgold.com.au or +61 3 8630 3321

Subsidiary Office

Level 21, 459 Collins Street, Melbourne, VIC, 3000, Australia

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/291598

FAQ

What does Southern Cross Gold's C$700 million shelf prospectus mean for SXGCF shareholders?

It creates authority to issue securities up to C$700 million over 25 months, potentially diluting shareholders. According to the company, the shelf enables rapid capital raises aligned with project milestones but the company has no immediate plans to use it.

Will SXGCF immediately issue shares under the April 8, 2026 shelf prospectus?

No, the company said it has no immediate plans to issue securities under the shelf prospectus. According to the company, the filing is a precaution to allow efficient capital access if market conditions and milestones warrant it.

How long is Southern Cross Gold's shelf prospectus effective for SXGCF?

The shelf prospectus permits offerings for a 25-month period from filing. According to the company, that window lets SXGCF raise capital in tranches timed to predevelopment milestones at Sunday Creek.

What types of securities can SXGCF issue under the filed shelf prospectus?

The company can offer common shares, warrants, debt securities, subscription receipts and units or combinations thereof. According to the company, specific terms will be set and disclosed in any later prospectus supplement.

Will Southern Cross Gold's shelf prospectus allow sales to U.S. investors for SXGCF?

No, the securities have not been and will not be registered under the U.S. Securities Act and cannot be offered to U.S. persons. According to the company, offers into the U.S. are restricted except under available exemptions.