Tonopah, Nevada / January 30, 2026 – A2Gold Corp. (“A2Gold” or the “Company”) (AUAU: TSX-V) (AUXXF: OTCQX) (FWB: RR7) is pleased to announce that, further to its news release of December 29, 2025, it has completed its previously announced warrant exercise incentive program (the “Incentive Program”) receiving $5,800,480 from the exercise of 8,286,400 previously issued and outstanding common share purchase warrants (the “Eligible Warrants”). The Eligible Warrants were exercisable at $0.70 per common share and were originally issued in connection with a non-brokered private placement of units completed by the Company on September 5, 2025.
Under the terms of the Incentive Program, each holder who exercised an Eligible Warrant during the Incentive Period received, for each Eligible Warrant exercised, one third (1/3) of an additional common share purchase warrant (an “Incentive Warrant”). Each whole Incentive Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $1.00 per share for a period of 12 months from the date of issuance. On completion of the Incentive Program, the Company issued a total of 2,762,137 Incentive Warrants.
The Incentive Warrants, and the common shares issued upon exercise thereof, are subject to a statutory hold period of four months and one day from the date of issuance of the Incentive Warrants expiring on May 29, 2026.
The Eligible Warrants that remain unexercised pursuant to the Incentive Program continue to be exercisable on their original terms until the expiry date of March 5, 2027.
The Incentive Program is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange.
The proceeds from the Incentive Program will be used for increased drilling at Eastside and general corporate purposes.
Certain insiders of the Company exercised their Eligible Warrants and received an aggregate of 11,217 Incentive Warrants pursuant to the Incentive Program. The participation by such insiders in the Incentive Program constituted a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
United States Securities Law Disclosure
The securities to be issued pursuant to the Incentive Program 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 applicable U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state laws or pursuant to available exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.