Unigold Proposes to Extend Warrants

Rhea-AI Summary

Unigold (OTC: UGDIF) intends to extend the expiry of 53,433,675 share purchase warrants to March 31, 2026. Each warrant remains exercisable for one common share at $0.30 and all other terms stay unchanged. The warrants originated from multiple private placements completed between August 10, 2021 and May 16, 2023, and currently expire on December 31, 2024.

The company has applied to the TSX Venture Exchange for approval; the extension is subject to TSXV approval. 3,797,660 warrants are held by related parties; the company said exemptions to formal valuation and minority approval are available because insider-held warrants are under 25% of market capitalization. A material change report will be filed upon approval.

Positive

• Warrant quantity clarified: 53,433,675 warrants extended
• New expiry date set to March 31, 2026
• Exercise price remains fixed at $0.30, preserving investor terms

Negative

• Potential dilution from 53.4M warrants exercisable at $0.30
• 3,797,660 warrants held by related parties trigger related-party review

Toronto, Ontario--(Newsfile Corp. - December 9, 2025) - Unigold Inc. (TSXV: UGD) (OTC Pink: UGDIF) (FSE: UGB1) ("Unigold" or the "Company") announces that the Company intends to extend the expiry dates of a total of 53,433,675 share purchase warrants to March 31, 2026. Each of these warrants entitles the holder thereof to acquire one common share of the Company at a price of $0.30 per common share and all other terms of the warrants, including exercise price, will remain the same. The warrants were issued pursuant to the following private placements and all are set to expire on December 31, 2024:

• 12,596,175 warrants, including 375,850 warrants issued to insiders, were issued pursuant to a private placement which closed on August 10, 2021
• 8,750,000 warrants, including 1,850,000 warrants issued to insiders, were issued pursuant to a private placement which closed on September 7, 2022
• 1,150,000 warrants were issued pursuant to a private placement which closed on September 12, 2022
• 6,875,000 warrants were issued pursuant to a private placement which closed on November 1, 2022
• 8,008,750 warrants, including 850,000 warrants issued to insiders, were issued as part of a private placement that closed on May 10, 2023.
• 16,053,750 warrants, including 528,750 warrants issued to insiders, were issued from a private placement that closed on May 16, 2023.

The Company has made an application to the TSX Venture Exchange (the "TSXV") in respect of the Warrant Extensions. The Warrant Extensions are subject to the approval of the TSXV.

A total of 3,797,660 warrants are held by parties who are considered to be "related parties" of the Company. Therefore, the amendment of these warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the warrants held by insiders does not exceed 25% of the market capitalization of the Company. Upon receipt of the approval of the TSXV of the warrant extensions, a material change report in respect of the warrant extension will be filed by the Company.

For further information, please visit http://www.unigoldinc.com or contact:

Mr. Joseph Hamilton
Chairman & CEO
T. (416) 866-8157

Forward-Looking Statements

Certain statements contained in this document, including statements regarding events and financial trends that may affect our future operating results, financial position and cash flows, may constitute forward-looking statements within the meaning of the federal securities laws. The forward-looking statements contained in this document are made as of the date hereof and we assume no obligation to update the forward-looking statements. Where applicable, we claim the protection of the safe harbour for forward-looking statements provided by the (United States) Private Securities Litigation Reform Act of 1995. For more information, please visit https://www.unigoldinc.com/profile/forward-looking-statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277492

FAQ

What did Unigold (UGDIF) propose on December 9, 2025 regarding warrants?

Unigold proposed extending 53,433,675 warrants to March 31, 2026 with an exercise price of $0.30 per share.

How many Unigold warrants are held by related parties and what does that mean for shareholders?

3,797,660 warrants are held by related parties, making the amendment a related-party transaction subject to MI 61-101 and TSXV Policy 5.9 review.

Are the Unigold warrant extensions effective now or subject to approval?

The extensions are subject to approval by the TSX Venture Exchange and will be effective only after TSXV approval.

What is the exercise price and how many shares could be issued if all Unigold warrants are exercised?

The exercise price is $0.30 and exercising all 53,433,675 warrants would issue the same number of common shares.

When were the extended Unigold warrants originally issued?

The warrants were issued in private placements closed between August 10, 2021 and May 16, 2023.