Blossom Gold Inc. Announces Closing of Business Combination and Going Public Transaction

Concurrent financing of ~$115 million to aid in facilitating the next phase of growth for Blossom Gold Inc. as a Canadian-based precious metals exploration company that recently acquired the Rosebud Project

Toronto, Ontario–(Newsfile Corp. – January 29, 2026) – Blossom Gold Inc. (formerly, 1290448 B.C. Ltd.) (“Blossom“) is pleased to announce the closing of its previously announced business combination and reverse take-over transaction (the “Transaction“) involving, inter alios, 1290448 B.C. Ltd. (“ShellCo“), 17485701 Canada Inc. and Investmin Resources Inc. (“Investmin“), pursuant to which, among other things, the former securityholders of ShellCo and Investmin were issued securities in the capital of Blossom.

Expected to commence on Monday, February 2, 2026, the common shares of Blossom (the “Common Shares“) will trade on the Toronto Stock Exchange (the “TSX“) in Canadian dollars under the symbol “BGAU”.

As of the date hereof, Blossom has an aggregate of 131,618,889 Common Shares issued and outstanding.

In connection with the completion of the Transaction, the common share subscription receipts of Investmin (the “Subscription Receipts“) issued by Investmin pursuant to its previously announced private placement financing (the “Financing“) of 115,000,000 Subscriptions Receipts at a price of CAD$1.00 per Subscription Receipt, were converted to common shares of Investmin (“Investmin Shares“) and immediately exchanged for Common Shares, following a consolidation by ShellCo of its common shares on the basis that resulted in there being 1,661,889 common shares of ShellCo, which number was equal to 10% of the sum of the issued and outstanding Investmin Shares. A portion of the net proceeds from the Financing were used by Blossom to fund the acquisition by Investmin’s wholly owned Nevada subsidiary, Investmin Resources (Nevada) Inc. (“NevadaCo“), of a certain group of mining claims situated in Pershing County, Nevada (the “Rosebud Project“) from Rosebud Exploration LLC (“Rosebud“) pursuant to a mineral claims purchase and sale agreement dated November 7, 2025 between NevadaCo and Rosebud. Blossom intends on using the remaining net proceeds for exploration and development of the Rosebud Project, as well as for general corporate and working capital purposes.

The management of Blossom will be led by Dino Titaro (Chair of the Board of Directors), Rick Winters (Chief Executive Officer and Corporate Secretary) and Kym No (Interim Chief Financial Officer). The board of directors of Blossom consists of Dino Titaro (as Chair of the Board of Directors), Elaine Bennett, Vernon Baker, Pierre Chenard, Graden Colby, David A. Fennell, Chantal Gosselin and Rick Winters.

An annual information form of Blossom for the financial year ended December 31, 2024 (the “AIF“), which, together with a material change report, includes detailed disclosure with respect to the Transaction and Blossom, as well as audited consolidated financial statements of Blossom for the financial years ended December 31, 2024 and December 31, 2023 and the unaudited interim condensed financial statements of Blossom for the three and nine-month periods ended September 30, 2025 and 2024, have been filed under Blossom’s profile on SEDAR+ at www.sedarplus.ca.

Advisors

Cassels Brock & Blackwell LLP and Dorsey & Whitney LLP acted as legal counsel to Investmin. Garfinkle Biderman LLP acted as legal counsel to ShellCo. Borden Ladner Gervais LLP acted as legal counsel to SCP Resource Finance LP and Paradigm Capital Inc., the lead agents pursuant to the Financing.

Early Warning Disclosure

Condire Resource Master Partnership, LP

Pursuant to the Transaction, Condire Resource Master Partnership, LP (“Condire“) acquired ownership of 26,192,000 Common Shares, representing approximately 19.90% of the total issued and outstanding Common Shares on a non-diluted basis. Of the total securities of Blossom beneficially owned by Condire, all such securities were issued in exchange for Investmin Shares pursuant to the Transaction.

Condire holds the Common Shares for investment purposes. Condire may, from time to time, take such actions in respect of its holdings of Common Shares as it may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of Blossom or the disposition of all or a portion of its shareholding in Blossom.

Condire will file an early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) in connection with the closing of the Transaction. A copy of the early warning report will be available under Blossom’s profile on SEDAR+ at www.sedarplus.ca or by contacting Rick Winters at +1 (303) 435-8049 or [email protected].

Libra Fund, LP

Pursuant to the Transaction, Libra Fund, LP (“Libra“) acquired ownership of 20,000,000 Common Shares, representing approximately 15.20% of the total issued and outstanding Common Shares on a non-diluted basis. Of the total securities of Blossom beneficially owned by Libra, all such securities were issued in exchange for Investmin Shares pursuant to the Transaction.

Libra holds the Common Shares for investment purposes. Libra may, from time to time, take such actions in respect of its holdings of Common Shares as it may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of Blossom or the disposition of all or a portion of its shareholding in Blossom.

Libra will file an early warning report under NI 62-103 in connection with the closing of the Transaction. A copy of the early warning report will be available under Blossom’s profile on SEDAR+ at www.sedarplus.ca or by contacting Rick Winters at +1 (303) 435-8049 or [email protected].

About Blossom Gold Inc.

Blossom is a Canadian-based precious metals exploration company that recently acquired the Rosebud Project and will be focused on the exploration and development of such project.

The Rosebud Project includes the former Rosebud Mine, where mining was conducted from 1997 through 2000 by the Rosebud Mining Company, a Newmont-Hecla joint venture, using underground mining methods where the mine operated at a cut-off grade of approximately 0.2 opt Au (6.8 g/t Au), when gold prices ranged from $250 to $350/oz; with mined material truck-hauled approximately 120 miles to an existing Newmont oxide mill for processing. The current vision for the Rosebud Project is to evaluate the remaining higher-grade mineralization and surrounding larger volume of lower grade mineralization as a potential open pit mining operation with on-site or nearby heap-leach processing and recovery of gold and silver.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in Canada, the United States or any other jurisdiction. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information is not representative of historical facts or information or current condition, but instead represents only Blossom’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Blossom’s control. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or the negative or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information contained herein includes, but is not limited to, information concerning the commencement of trading of the Common Shares on the TSX, expectations with regards to the development of the business of Blossom and use of proceeds from the Financing.

By identifying such information and statements in this manner, Blossom is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Blossom to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information contained in this news release, Blossom has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the inability of the Common Shares to commence trading on the TSX on February 2, 2026, as anticipated, the inability of Blossom to achieve any one or more of its key catalysts on the timeline expected, or at all and any changes in the development of the business of Blossom, as well as those risk factors more generally set out in Blossom’s AIF available under Blossom’s profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although Blossom believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information are reasonable, undue reliance should not be placed on such information, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate. The forward-looking information contained in this news release is provided as of the date of this news release, and Blossom does not undertake to update any forward-looking information that is contained or referenced herein, except in accordance with applicable Canadian securities laws.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282089