Avanti Gold Announces Upsize of LIFE Private Placement to C$25 Million

Avanti Gold Corp. (CSE: AGC) (FSE: X370) ("Avanti" or the "Company") is pleased to announce that the Company has increased the size of its previously announced private placement as announced on September 30 2025, from C$15,000,000 to C$25,000,000 and that the oversubscribed book is now closed.

The offering is being led by SCP Resource Finance LP ("SCP" or "Lead Agent") and a syndicate of joint book-runners including Haywood Securities Inc., Canaccord Genuity Corp., and Raymond James Ltd. (hereinafter referred to collectively as the "Agents" or the "Syndicate"), to act, on behalf of Avanti, in connection with a "commercially reasonable efforts" private placement offering for gross proceeds of up to C$25,000,000 (the "Offering").

The Offering will consist of up to 50,000,000 units of the Company (each, a "Unit") at a price of C$0.50 per Unit (the "Issue Price"), subject to all necessary regulatory approvals. The Units shall also be referred to as the "Offered Securities".

Each Unit will consist of one common share of the Company (a "Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Share at an exercise price of C$0.65 for a period of 36-months from the date of issuance thereof. The Warrants issued pursuant to the Offering will be subject to a restriction on exercise expiring 61 days from the date of issuance.

Martin Pawlitschek, incoming Chief Executive Officer of the Company states, "The successful book close of this equity financing, particularly on a significantly oversubscribed basis, demonstrates the strong confidence in our vision and in the quality of our assets. With this strengthened financial position, we will be well equipped to advance our exploration activities and development programs across our flagship Misisi Project. I look forward to working alongside our strong team to unlock the full potential of our Misisi Project and deliver strong benefits to our shareholders, host communities, and other stakeholders."

The Company may pay finders' fees in connection with the Placement, as permitted by applicable securities laws and the rules of the Canadian Securities Exchange ("CSE"). The Placement is subject to the Company's filing requirements with the CSE and the Company anticipates closing of the Placement as soon as practicable subject to receipt of all necessary regulatory approvals.

The net proceeds from the Placement will be allocated to further exploration efforts, including ground geophysics and the expansion of drilling programs at the Misisi Project as well as for general working capital for the Company that hosts the Akyanga gold deposit that resides within the Misisi Project with a 43-101 compliant Inferred Mineral Resource of 41Mt at an average grade of 2.37 g/t containing 3.1 Moz of gold.

Sir Sam Jonah, Chairman of Avanti, along with other Board members and management (the "Insiders"), strategics, institutional investors, and high net worth individuals are participating in the Offering. Insiders are considered "related parties" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insiders constitute related party transactions but are exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as neither the fair market value of the Shares and Warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds 25% of the Company's market capitalization.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Offered Securities will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The securities issuable from the sale of the Offered Securities are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

There is an amended and restated offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.avantigoldcorp.com. Prospective investors should read this Offering Document before making an investment decision.

The Offering is scheduled to close on or about October 20, 2025 (the "Closing Date"), or such other date as the Company and SCP may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. All references herein to currency amounts are to lawful money of Canada, unless stated otherwise.

About Avanti Gold Corp.

Avanti Gold Corp. is a gold exploration company with a robust portfolio of projects in Africa. The Company's flagship asset is the Misisi Project in the Democratic Republic of Congo (DRC), home to the Akyanga gold deposit. The Akyanga deposit has an Inferred Mineral Resource of 44.3 million tonnes (Mt) at an average gold grade of 2.37 grams per tonne (g/t), totalling 3.1 million ounces (Moz) of gold. The Misisi Project spans three contiguous 30-year mining leases covering 133 square kilometers (km²) along the 55-kilometer-long Kibara Gold Belt, a prominent metallogenic province known for hosting significant gold deposits.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

Qualified Person

Ephraim Masibhera, a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), has reviewed the scientific and technical information that forms the basis for this news release and has approved the disclosure herein. Historical information contained in this news release cannot be relied upon as the Company's Qualified Person, as defined under NI 43-101 has not prepared nor verified the historical information.

Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Forward-looking statements in this release include, but are not limited to, statements with respect to the size and terms of the Offering; the expected Closing Date for the Offering; the ability of the Company to obtain all necessary corporate and regulatory approvals, including approval of the board of directors, and any approval required from the CSE; the Company's anticipated use of proceeds from the Offering; the expected participation by insiders in the Offering; the exemption from formal valuation and minority shareholder approval requirements under MI 61-101; and whether the proceeds of the Offering will be sufficient for the purposes of the Company moving forward. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. These risk and uncertainties include, but are not limited to, the risk factors set out in Avanti's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268711