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July 16, 2026 TheNewswire - Baru Gold Corp. (BARU: TSX.V | BARUF: OTCQB) ("BARU" or the "Company") is pleased to announce that it has entered into a forbearance agreement (the "Agreement") with Mercer Street Global Opportunity Fund, LLC ("Mercer"), an arm's length party to the Company, subject to acceptance by the TSX Venture Exchange (the "Exchange"), in respect of the Company's outstanding convertible loan originally issued on July 15, 2022 (the "Loan"), which matured two years from its date of issuance, and is no longer convertible into securities of the Company.
Under the terms of the Agreement, Mercer has agreed to forbear from enforcing repayment of the Loan and from exercising its security rights until July 17, 2027 (the "Forbearance Date"). At the Forbearance Date, all outstanding amounts under the Loan will become due and payable in full.
In consideration of the forbearance, and subject to Exchange approval, the Company will issue to Mercer 6,528,879 non-transferable bonus warrants (the "Warrants"), each exercisable into one common share of the Company at an exercise price of CDN$0.0675 (US$0.0489) for a term expiring July 15, 2027. The Warrants are subject to pro rata reduction in accordance with Policy 5.1 of the Exchange.
The outstanding loan value is CDN $816,110 (US$591,384). The Warrants are calculated based on a portion of the outstanding loan amount of CDN$440,699 (US$319,347). In addition, upon issuance of the Warrants, the interest rate of the Loan will be reduced from 18.0% per annum to 16.67% per annum, subject to reinstatement of the penalty rate in the event the Loan remains outstanding after the Forbearance Date.
Further, the Loan shall be rendered unsecured against the Company's equity interest in its wholly owned subsidiary, Sangihe Gold Corporation, which holds, through a wholly owned Indonesian subsidiary, the Company's interests in the Sangihe Gold Project. The Loan will remain unsecured following the Forbearance Date. There are no finder's fees payable. Completion of the transaction remains subject to final acceptance of the Exchange.
ABOUT SANGIHE GOLD PROJECT
The Sangihe Gold Project ("Sangihe") is located on the Indonesian island of Sangihe, off the northern coast of Sulawesi with a gold bearing area of approximately 25,000 ha. Sangihe has an existing National Instrument 43-101 report suitable for mining planning and production schedules for an area within the 65-ha area targeted for initial production. Within the area targeted for initial production, the National Instrument 43-101 report estimates over 200,000 oz of gold resource (Inferred: 91,000 and Indicated: 114,000), and over 3 million oz of silver resource (Inferred: 1,080,000 and Indicated: 1,930,000) as reported in the Company's "Independent Technical Report on the Updated Mineral Resource Estimates of the Binebase and Bawone Deposits, Sangihe Project, North Sulawesi, Indonesia" (Mining Associates Pty Ltd, February 1st, 2025). Only 10% of the gold bearing area has been explored.
Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. The Company intends to proceed to production without the benefit of first establishing mineral reserves supported by a feasibility study. The Company cautions readers that the any production decision made by the Company will not be based on a NI 43-101 feasibility study of mineral reserves that demonstrates economic and technical viability and as such, there may be involved increased uncertainty and various technological and economic risks
The Company's 70-percent interest in the Sangihe-mineral-tenement Contract of Work ("CoW") is held through PT. Tambang Mas Sangihe ("TMS"). The remaining 30-percent interest in TMS is held by other Indonesian corporations. The term of the Sangihe CoW agreement is 30 years upon commencement of the production phase of the project. Baru has met all the requirements of the Indonesian government and has been granted its environmental permit.
ABOUT Baru Gold CORP.
Baru Gold Corporation is a dynamic junior gold developer with NI 43-101 gold resources in Indonesia, one of the top ten gold producing countries in the world. Based in Indonesia and North America, Baru's team boasts extensive experience in starting and operating small-scale gold assets.
On behalf of the Board of Directors
Baru Gold CORP.
Terry Filbert
Chairman and Chief Executive Officer
604-684-2183
For investor contacts more information, please contact:
Kevin Shum
Investor Relations
kevin@jeminicapital.com
647-725-3888 ext. 702
Neither 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.
Certain statements in this News Release, which are not historical in nature, constitute "forward looking statements" within the meaning of that phrase under applicable Canadian securities law. These statements include, but are not limited to, statements or information concerning future work programs, results and timing of any work programs, the Company's performance or events as of the date hereof. These statements reflect management's current assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward looking statements. Those risks include the interpretation of drill results; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with our expectations; commodity and currency price fluctuation; failure to obtain adequate financing; regulatory, recovery rates, refinery costs, and other relevant conversion factors, permitting and licensing risks; general market and mining exploration risks and production and economic risks related to design and engineering, manufacturing, technological processes and test procedures and the risk that the project's output will not be salable at a price that will cover the project's operating and maintenance costs. Forward-looking statements should not be construed as investment advice. Readers should perform a detailed, independent investigation and analysis of the Company and are encouraged to seek independent professional advice before making any investment decision. Accordingly, readers should not place undue reliance on any forward-looking statement. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward looking statements to reflect events or changes in circumstances that occur after the date hereof.
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