Edgemont Provides Update on Reverse Takeover and Fundamental Change Transaction with Laiva Gold Inc.

Edgemont Gold Corp. (CSE: EDGM,OTC:EDGTF) (the "Company" or "Edgemont") is pleased to announce that, further to its news releases dated February 20, June 4, August 8, and October 10, 2025, the Company and Laiva Gold Inc. ("Laiva") have entered into a second amendment agreement to the definitive merger agreement dated June 4, 2025 whereby Edgemont agreed to acquire all of the issued and outstanding shares of Laiva, which will constitute a reverse takeover transaction of Edgemont (the "Transaction"). Under the second amendment agreement, the parties have agreed to extend the deadline for closing the Transaction to February 28, 2026. The parties continue to diligently work towards closing the Transaction and a number of important milestones have been completed, including Laiva having raised sufficient capital to satisfy the financing conditions to the Transaction. Edgemont and Laiva have also extended the maturity date of the bridge loan advance made by Edgemont to Laiva to February 28, 2026.

About Laiva and the Transaction

Upon completion of the Transaction, the Company will indirectly own the Laiva mine ("Laiva Mine") in Finland. The Laiva Mine is an open pit operation, fully equipped with one of the largest gold plants in Europe (6,000 tonnes per day capacity). Following completion of the Transaction, the Company also anticipates acquiring additional assets to build a multi-asset mining company. The Transaction is subject to approval of the Canadian Securities Exchange and certain other closing conditions.

For additional information with respect to the Transaction, please refer the Company's SEDAR+ (www.sedarplus.ca) profile and its news releases dated February 20, June 4, August 8, and October 10, 2025.

Neither the Canadian Securities Exchange nor its Market Regulator (as the term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking information or statements within the meaning of applicable securities laws, which may include, without limitation, statements relating to the terms and completion of the Transaction, the receipt of stock exchange approval in respect of the Transaction and satisfaction of other conditions required for completion of the Transaction, the future strategy and direction of the Company, including anticipated acquisition of additional mining assets and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking information or statements. Although the Company believes the expectations expressed in such forward-looking information or statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking information or statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, the ability to achieve its goals, expected costs and timelines to achieve the Company's goals, that general business and economic conditions will not change in a material adverse manner, and that financing will be available if and when needed and on reasonable terms. Such forward-looking information or statements reflect the Company's views with respect to future events and are subject to risks, uncertainties and assumptions, including the risks and uncertainties included in in documents filed under the Company's profile on SEDAR+ at www.sedarplus.ca. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive, and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward-looking information or statements include, but are not limited to, the ability of the Company to complete the Transaction on the terms described herein, including obtaining the requisite regulatory and stock exchange approvals, continued availability of capital and financing and general economic, market or business conditions, failure to compete effectively with competitors, failure to maintain or obtain all necessary permits, approvals and authorizations, failure to comply with applicable laws, including environmental laws, risks relating to unanticipated operational difficulties and failure to identify and acquire additional assets. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278995