Baru Gold Corp. Enters Forbearance Agreement Regarding Outstanding Convertible Loan

July 16, 2026 — Leads & Copy — Baru Gold Corp. has entered into a forbearance agreement with Mercer Street Global Opportunity Fund, LLC, subject to acceptance by the TSX Venture Exchange, concerning the company's outstanding convertible loan originally issued on July 15, 2022. The loan matured two years from its issuance and is no longer convertible into company securities.

Under the terms of the agreement, Mercer has agreed to forbear from enforcing repayment of the loan and from exercising its security rights until July 17, 2027. At that time, all outstanding amounts under the loan will become due and payable in full.

In consideration for the forbearance, and subject to Exchange approval, Baru Gold Corp. will issue 6,528,879 non-transferable bonus warrants to Mercer. Each warrant is exercisable into one common share of the company at an exercise price of CDN$0.0675 (US$0.0489) and expires on July 15, 2027. These warrants are subject to pro rata reduction in accordance with Exchange Policy 5.1.

The outstanding loan value is CDN $816,110 (US$591,384). The warrants are calculated based on a portion of the outstanding loan amount totaling CDN$440,699 (US$319,347). Upon issuance of the warrants, the interest rate on the loan will be reduced from 18.0% per annum to 16.67% per annum. This rate is subject to reinstatement of the penalty rate if the loan remains outstanding after the forbearance date.

Furthermore, the loan will be rendered unsecured against the company’s equity interest in its wholly owned subsidiary, Sangihe Gold Corporation. This subsidiary holds, through an Indonesian subsidiary, the company's interests in the Sangihe Gold Project. The loan will remain unsecured after the forbearance date. No finder’s fees are payable. The transaction's completion is pending final acceptance by the TSX Venture Exchange.

The Sangihe Gold Project is situated on the Indonesian island of Sangihe, with a gold-bearing area of approximately 25,000 hectares. An existing National Instrument 43-101 report supports mining planning and production schedules for an area within the 65-hectare zone targeted for initial production. Within this area, the report estimates over 200,000 ounces of gold resource and over 3 million ounces of silver resource. Only 10% of the gold-bearing area has been explored.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. The company plans to proceed to production without a feasibility study establishing mineral reserves, which introduces uncertainty and various technological and economic risks.

Baru Gold Corp. holds a 70-percent interest in the Sangihe-mineral-tenement Contract of Work through PT. Tambang Mas Sangihe. The remaining 30-percent interest is held by other Indonesian corporations. The company has met Indonesian government requirements and obtained its environmental permit.

Baru Gold Corp. is a junior gold developer with NI 43-101 gold resources in Indonesia. The company, based in Indonesia and North America, has extensive experience in developing and operating small-scale gold assets.

Source: Baru Gold Corp.