February 13, 2026 – TheNewswire - Vancouver, British Columbia – South Atlantic Gold Inc. (TSX-V:SAO) (“South Atlantic” or the “Company”) is pleased to announce a non-brokered private placement offering (the “Offering”) for gross proceeds of up to C$4,000,000.  The Offering will consist of up to 80,000,000 common shares of the Company (the “Shares”) at a price of C$0.05 per Share.

 

The Company may pay finders' fees of 6% cash and 6% finders warrants (“Finder Warrant”) on externally sourced funds. Each Finder Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.06 for 24 months from closing.

The proceeds of the Offering will be used to advance the Company’s Pedra Branca Project in Brazil and for general corporate purposes.

Insiders of the Company, including certain directors are expected to participate in the Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization.

 

The Offering remains subject to the approval of the TSX Venture Exchange (the “Exchange”). The securities issued pursuant to the Offering will be subject to a four-month and one day hold period under applicable Canadian securities laws.

 

In addition, the Company has agreed to settle C$500,000 of debt owed in connection with a loan and unsecured promissory note agreement (the “Loan”) with a non-arms length party of the Company (the “Lender”) (see news release of July 31, 2025), in consideration for the issuance of 10,000,000 Shares at a deemed price of C$0.05 per Share (the “Debt Settlement”). The closing of the Debt Settlement is subject to the approval from Exchange. The Company expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital and the board of directors of the Company believes the Debt Settlement is in the best interests of the Company. The securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the date of issuance.

The Lender is a related party of the Company and as a result, the repayment under the Debt Settlement constitutes a "Related Party Transaction" for the purposes of MI 61-101. The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements under Sections 5.5(a) and 5.7(1) of MI 61-101, respectively, as the fair market value of the Related Party Transaction, collectively, does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

The Common Shares 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 U.S. state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of a U.S. person or a person in the United States, without registration under the U.S. Securities Act and all applicable U.S. state securities laws, or compliance with the requirements of applicable exemptions therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

About South Atlantic Gold

South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas.  For further information, please visit our website at www.southatlanticgold.com.

 

ON BEHALF OF THE BOARD

Douglas Meirelles, President and CEO

For more information regarding this news release, please contact:

Douglas Meirelles, President and CEO

T: 250-762-5777

Email: ir@southatlanticgold.com

Cautionary Note Regarding Forward-Looking Information

This news release contains statements that constitute “forward-looking Information”, as such term is used in applicable Canadian securities laws.  Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-looking information in this news release includes the Company’s expectations concerning the completion of the Offering, the timing thereof and the use of proceeds of the Offering and the completion of the Debt Settlement.

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company’s expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company’s public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

Neither 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.

 

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES