Magnum Goldcorp Inc. Announces Amendment to Amalgamation Agreement with Atlantico Energy Metals and Warrant Amendments

West Vancouver, January 15, 2026 - Magnum Goldcorp Inc. (TSXV: MGI) (the "Company" or "Magnum") is pleased to announce that it has entered into an amending agreement dated January 12, 2026 (the "Amendment") to the amalgamation agreement dated October 27, 2025 (the "Agreement") with Atlantico Energy Metals Corp. ("Atlantico") to acquire all of the outstanding shares of Atlantico (the "Transaction"), previously disclosed in the Company's news release dated October 28, 2025.

Pursuant to the Amendment, the outside date for completion of the Transaction has been extended to March 31, 2026 (from February 13, 2026) to provide the parties with additional time to complete the Transaction.

Further, the Amendment reflects that Atlantico's concurrent financing (the "Atlantico Financing") has closed in two tranches for aggregate gross proceeds of $1,223,522.50. Atlantico may close additional tranches of the Atlantico Financing.

The Amendment also revises the terms of the consideration units of the Company ("Consideration Units") to be issued to Atlantico shareholders. Each Consideration Unit continues to consist of one common share in the capital of the Company (each, a "Share") and one transferrable warrant (each, an "MGI Consideration Warrant"). Pursuant to the Amendment, each MGI Consideration Warrant will be exercisable at a price of $0.15 per Share for a period of two years from the date of issuance.

Lastly, pursuant to the Transaction, holders of outstanding broker warrants of Atlantico ("Atlantico Broker Warrants") will receive one warrant of the Company ("Consideration Broker Warrant") for each Atlantico Broker Warrant held. The Consideration Broker Warrants will have substantially the same terms as the Atlantico Broker Warrants, with an exercise price of $0.15 per Share until December 18, 2027.

Except as described above, all other terms and conditions of the Agreement remain in full force and effect.

Please refer to the Company's press releases dated June 23, 2025, and October 28, 2025, for further details regarding the Transaction, the Atlantico Financing and Atlantico.

Warrant Amendments

Furthermore, the Company announces that it intends to amend the exercise price of 1,907,500 outstanding common share purchase warrants of the Company (the "Warrants"). The exercise price of the Warrants will be repriced to $0.15 (the "Repricing").

In connection with the Repricing, the terms of the Warrants will be amended to include an accelerated expiry clause such that the exercise period of the Warrants will be reduced to 30 days if, for any ten (10) consecutive trading days during the unexpired term of the Warrants, the closing price of the common shares of the Company exceeds the new exercise price of the Warrants by 25% or more (together with the Repricing, the "Warrant Amendments"). The 30-day expiry period will commence on the day that the Company disseminates a press release announcing the accelerated expiry period.

For clarity, 3,000,000 outstanding common share purchase warrants of the Company issued on May 30, 2025 and exercisable at a price of $0.20 will not be subject to the Warrant Amendments.

The Warrant Amendments remain subject to receipt of TSX Venture Exchange (the "TSXV") approval. All other terms of the Warrants will remain the same.

Cautionary Note

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information visit the Company's website at www.magnumgoldcorp.com.

Magnum Goldcorp Inc.

"Douglas L. Mason"

_______________________________________

Douglas L. Mason, Chief Executive Officer

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company and Atlantico do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to: (a) the business plans of the Company following completion of the Transaction (the "Resulting Issuer"), (b) the completion of Transaction, (c) the completion of the Warrant Amendments, and (d) the listing of the Resulting Issuer on the CSE.

Such forward-looking statements are based on a number of assumptions of the management of Atlantico and the management of the Company, including, without limitation, that (i) the parties will obtain all necessary corporate, shareholder and regulatory approvals and consents required for the completion of the Transaction (including TSXV/CSE approval), (ii) the Transaction will be completed on the terms and conditions and within the timeframes expected by each of the Company and Atlantico, (iii) the Consideration Units, including the MGI Consideration Warrants, will be issued on the anticipated terms to Atlantico shareholders upon closing of the Transaction, (iv) the Company will obtain TSXV approval required for the completion of the Warrant Amendments, (v) the Resulting Issuer will be listed on the CSE, as anticipated and (vi) there will be no adverse changes in applicable regulations or TSXV/CSE policies that impact the Transaction or the Warrant Amendments.

Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company, Atlantico or the Resulting Issuer to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (A) there can be no assurances that the Company and Atlantico will obtain all requisite approvals for the Transaction, including the approval of the Company's shareholders, or the approval of the TSXV or CSE (which may be conditional upon amendments to the terms of the Transaction), or that the Transaction will be completed on the terms and conditions contained in the Agreement, as amended, or at all, (B) there can be no assurances that the Company will obtain TSXV approval for the Warrant Amendments as anticipated, (C) the parties and the completion of the Transaction may be adversely impacted by changes in legislation, changes in TSXV or CSE policies, political instability or general market conditions, (D) risks relating to the current global trade war, or (E) financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer.

Such forward-looking information represents the best judgment of the management of Atlantico and the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor Atlantico, nor any of their representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/280569