Unigold Inc. (TSX-V: UGD) (OTC Pink: UGDIF) (FSE: UGB1) is pleased to announce that it has completed a non-brokered private placement of 19.600,000 units of the Company at a price of $0.08 per Unit for gross proceeds of $1,568,0000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.12 until four years following the date of issue.

No finders fees were paid in connection with this closing of the Offering. The proceeds from the Offering will be used to fund the Company’s continued permitting and development on its Neita Sur Concession in the Dominican Republic, and for general working capital purposes. All securities issued under the Offering are subject to a four-month hold period. The Offering is subject to final acceptance of the TSX Venture Exchange.

The following “insiders” of the Company subscribed for Units under the Offering:

Each subscription by an “insider” is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR under the Company’s issuer profile at www.sedarplus.ca. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each “related party” of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Results of Annual General and Special Meeting of Shareholders
The Annual General and Special Meeting of Shareholders of the Corporation was held on June 24, 2025. All resolutions, including the Election of Directors, the appointment of the auditors of the Corporation and the approval of the Share Incentive Plan were passed by the shareholders represented at the meeting.

For further information please visit www.unigoldinc.com