Badger Capital Corp. And Tiger Gold Corp. Receive Conditional Acceptance Of Qualifying Transaction And File Filing Statement

2025-12-11 03:15:25

(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - December 11, 2025) - Tiger Gold Corp. (" Tiger ") and Badger Capital Corp. (TSXV: YVR) (" Badger ") are pleased to announce that, in connection with the companies' previously announced business combination (the " Transaction "), the TSX Venture Exchange (the " TSXV " or the " Exchange ") has conditionally approved the Transaction and the listing of the common shares of Badger following closing of the Transaction (the " Resulting Issuer "). The Transaction is expected to close on or about December 16, 2025, following which the common shares of the Resulting Issuer are expected to begin trading under the new name "Tiger Gold Corp." under the symbol "TIGR" on or about December 19, 2025.

Pursuant to Exchange Policy 2.4 - Capital Pool Companies (" Policy 2.4 "), Badger and Tiger filed a filing statement dated December 10, 2025 (the " Filing Statement ") with the Exchange. The Filing Statement, which contains details and requisite financial information regarding the Transaction and the Resulting Issuer, is available under Badger's profile on SEDAR+ at .

The Exchange has granted a waiver of the sponsorship requirements under Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements.

The Transaction

As previously announced, the Transaction will be effected by way of amalgamation between Tiger and 1551674 B.C. Ltd. (" Subco "), a wholly-owned subsidiary of Badger, as follows:

Subco and Tiger will amalgamate, with amalco, the corporation to be formed as a result of the Amalgamation, continuing as a direct, wholly-owned subsidiary of the Resulting Issuer; and

Badger will issue one (1) common share to the shareholders of Tiger in exchange for each common share of Tiger held prior to giving effect to the Transaction. The aggregate number of common shares of the Resulting Issuer expected to be issued at closing of the Transaction to former Tiger shareholders is approximately 97,891,488.

Name Change and Consolidation

Prior to and in connection with the completion of the Transaction, Badger will effect: (i) a share consolidation on the basis of one (1) post-consolidation common share of Badger for every two (2) pre-consolidation common shares of Badger (the " Consolidation "); and (ii) a name change pursuant to which Badger will change its name to "Tiger Gold Corp."

Any fractional post-Consolidation share that is less than one-half (1/2) of a share will be cancelled and any fractional post-Consolidation share that is at least or greater than one-half (1/2) of a share will be rounded up to one whole share. The new CUSIP number for the post-Consolidation common shares of the Resulting Issuer will be 88673A108 and the new ISIN will be CA88673A1084. Shareholders whose shares are represented by a direct registration system statement will automatically receive their post-Consolidation shares without any further action. Beneficial shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their own names are encouraged to contact their intermediaries if they have any questions.

Summary Financial Information

Certain financial information for Tiger, Miraflores Compania Minera SAS and Andes Resources EP SAS, in respect of the periods for which such financial information was included in the Filing Statement, is set out below.

For the year ended July 31, 2025 (audited), Tiger's net loss and comprehensive loss was $2,059,635, total assets was $5,941,551, total liabilities was $3,061,890 and shareholders' equity was $2,879,661. For the nine months ended September 30, 2025 (unaudited), Miraflores Compania Minera SAS's net loss was $172,612, total assets was $1,272,557, total liabilities was $3,602,135 and shareholders' equity was $2,329,579. For the nine months ended September 30, 2025 (unaudited), Andes Resources EP SAS's net loss was $10,909, total assets was $6,965, total liabilities was $38,120 and shareholders' equity was $(31,154).

As disclosed in Tiger's news release dated November 18, 2025, Tiger closed a brokered private placement of subscription receipts for gross proceeds of approximately $16,300,000.

For further information regarding the Transaction, please see the documents listed under Badger's profile on SEDAR+ at (including the Filing Statement), as well as the news releases of Badger and Tiger dated June 16, 2025, September 2, 2025, October 8, 2025 and November 19, 2025.

About Tiger Gold Corp.

Tiger is a growth-oriented mining exploration and development company focused on advancing its flagship asset, the Quinchía Gold Project, a multi-million ounce gold deposit in the prolific Mid-Cacau belt in Colombia. Tiger is led by a multidisciplinary team of experienced mine builders, engineering, metallurgical, ESG, and corporate finance professionals who have brought numerous mines into production at globally recognized mining companies including AngloGold Ashanti, Barrick Gold Corporation, Yamana Gold Inc., and B2Gold Corp. Tiger is led by President and CEO, Robert Vallis, who brings a strong record of strategic leadership and execution in the mining sector, including his role in the US$9.5 billion acquisition and integration of Placer Dome by Barrick, as well as the US$3.9 billion joint acquisition of Osisko Mining by Yamana and Agnico Eagle Mines Limited.

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