Triumph Gold Corp., (TSX-V: TIG) (OTCQB: TIGCF) announces the closing of its previously announced non-brokered private placement, raising gross proceeds of $5,410,000 through the issuance of 10,820,000 units of the Company at a price of $0.50 per Unit. Each Unit consists of one common share and one common share purchase 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 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions 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.