March 13, 2026 - TheNewswire – Vancouver, British Columbia – South Atlantic Gold Inc. (TSX-V:SAO) (“South Atlantic” or the “Company”) announces further to its news releases of February 13, 2026 and February 26, 2026, it has closed the non-brokered private placement offering (the “Offering”) for gross proceeds of C$4,200,000.  The Offering consisted of the issuance of 84,000,000 common shares of the Company (the “Shares”) at a price of C$0.05 per Share.

 

In connection with the Offering the Company paid aggregate finders' fees on externally sourced funds of $43,475 cash, issued 4,167,500 Shares (the “Finder Shares”) at a deemed price of $0.05 and issued 5,037,000 non-transferrable finders warrants (“Finder Warrant”). Each Finder Warrant will entitle the holder to acquire one Share at a price of C$0.065 until March 13, 2028.  

 

The Shares issued pursuant to the Offering, Finder Warrants and Finder Shares are subject to a four-month and one day hold period under applicable Canadian securities laws expiring on July 14, 2026.

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, participated in the Offering for an aggregate 2,050,000 Shares. 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 is exempt from the shareholder approval 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.

 

In addition, as previously announced the Company has settled C$500,000 of debt owed in connection with a loan and unsecured promissory note agreement (the “Loan”) with a non-arm’s length party of the Company (the “Lender”) (see news releases of February 26, 2026, February 13, 2026 and July 31, 2025), and has issued 10,000,000 Shares (the “Debt Shares”) at a deemed price of C$0.05 per Share (the “Debt Settlement”). The Debt Shares issued pursuant to the Debt Settlement are subject to a four-month and one day hold period under applicable Canadian securities laws expiring on July 14, 2026.

 

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)(a) 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 United 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 of the intended use of net proceeds from the Offering;  the Company's resource properties and future capital requirements; and the Company's plans, focus and objectives.

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