Triumph Gold Announces Closing of Private Placement

14:00 Uhr  |  Newsfile

Not for distribution to United States Newswire Services or for dissemination in the United States

Vancouver, June 12, 2026 - Triumph Gold Corp., (TSXV: TIG) (OTCQB: TIGCF) ("Triumph" or the "Company") announces the closing of its previously announced non-brokered private placement (the "Offering"), raising gross proceeds of $5,410,000 through the issuance of 10,820,000 units of the Company (the "Units") at a price of $0.50 per Unit. Each Unit consists of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share at a price of $0.55 per share for a period of three years from the closing date of the Offering.

In connection with the Offering, the Company paid aggregate cash finder's fees of $275,450 and issued 550,900 non-transferable finder's warrants to an eligible finder. Each finder's warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.55 per share until June 12, 2029.

The net proceeds of the Offering will be used for general working capital. All securities issued or issuable in connection with the Offering are subject to a four-month hold period expiring on October 13, 2026, in accordance with Canadian securities laws and the policies of the TSX Venture Exchange, as applicable. The Offering remains subject to the final acceptance of the TSX Venture Exchange.

A director of the Company participated in the Offering by acquiring an aggregate of 500,000 Units for a total consideration of $250,000. Such participation constitutes a "related party transaction" within the meaning of within the meaning of the TSX Venture Exchange Policy 5.9 (the "Policy") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such related party participation in the Offering on the basis that the fair market value of such participation does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. Triumph did not file a material change report at least 21 days prior to the closing of the Offering as the details of the insider participation were not settled until shortly prior to the closing of the Offering.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.

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

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the closing of the Offering and the use of proceeds of the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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