1317236 B.C. Ltd. and Canadian Gold Miner Corp. Announce Execution of Definitive Agreement

Vancouver, British Columbia–(Newsfile Corp. – February 19, 2026) – 1317236 B.C. Ltd. (“131“) and Canadian Gold Miner Corp. (“CGM“) are pleased to announce that 131 and CGM have entered into an amalgamation agreement dated February 19, 2026 (the “Definitive Agreement“) pursuant to which 131 and CGM will amalgamate (the “Amalgamation“), and continue as one corporation (the “Proposed Transaction“), being the “Resulting Issuer“. As a result of the Proposed Transaction, the securityholders of 131 and CGM will become securityholders of the Resulting Issuer. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of CGM and be a “reporting issuer” (within the meaning of applicable securities legislation) in the Provinces of British Columbia and Alberta. In connection with the Proposed Transaction, the Resulting Issuer is expected to change its name to “South Kirkland Gold Corp.” and apply to list on the TSX Venture Exchange (the “TSXV“) as a “Tier 2” mining issuer.

Terms of Proposed Transaction

Under the terms of the Definitive Agreement, 131 will continue its corporate existence out of the Province of British Columbia and into the Province of Ontario (the “Continuance“). Immediately following the completion of the Continuance, it is intended that CGM and 131 will complete the Amalgamation under the provisions of the Business Corporations Act (Ontario), and on the terms and subject to the conditions in the Definitive Agreement, to form the Resulting Issuer.

The completion of the Proposed Transaction will be subject to a number of customary closing conditions, including but not limited to: (i) the approval of the Amalgamation and the Proposed Transaction by the board of directors and shareholders of CGM and 131, (ii) the approval of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, (iii) the approval of the TSXV, for the listing of the common shares of the Resulting Issuer (the “Resulting Issuer Shares“), including the satisfaction of its initial listing requirements, and (iv) the completion of the Concurrent Financing (as described below).

Upon completion of the Proposed Transaction, each common share in the capital of CGM (each a “CGM Share“) shall be exchanged for one Resulting Issuer Share (the “CGM Exchange Ratio“), and any convertible securities of CGM will become exercisable into Resulting Issuer Shares in accordance with their terms, having regard to the CGM Exchange Ratio. In addition, immediately prior to or concurrently with closing of the Proposed Transaction, 131 is expected to consolidate (the “Consolidation“) all of its issued and outstanding common shares (each, a “131 Share“) on a basis of a consolidation ratio to be determined pursuant to the Definitive Agreement.

A copy of the Definitive Agreement will be filed under 131’s SEDAR+ profile at www.sedarplus.ca.

Further details regarding the Proposed Transaction and the Resulting Issuer will also be contained in the listing application (the “Listing Application“) to be prepared and filed with the TSXV, a copy of which will be filed under 131’s SEDAR+ profile at www.sedarplus.ca.

Concurrent Financing

In connection with the Proposed Transaction, CGM intends to complete a private placement or private placements of CGM Shares and/or CGM Shares to be issued on a “flow through” basis or other securities of CGM, at prices to be determined by CGM and for aggregate gross proceeds of a minimum of $2.0 million or such other greater amount required to meet the listing requirements of the TSXV (the “Concurrent Financing“). The Concurrent Financing will be conducted on a private placement basis pursuant applicable prospectus exemptions.

CGM intends to use the proceeds of the Concurrent Financing to advance programs of exploration work on its properties in Northern Ontario.

Further details on the Concurrent Financing will be provided in a subsequent news release once available.

Proposed Management and Board of Directors of the Resulting Issuer

Following the completion of the Proposed Transaction, the parties expect that the current board of directors and management of 131 will resign, and it is proposed that the following persons will be appointed as management of the Resulting Issuer, in the capacities set forth below. Brief biographies of the proposed nominees are as follows:

Greg Collins, P.Geo., CEO and Director

Mr. Collins is a Canadian geologist with more than 25 years of experience in gold and base metal exploration, project generation, resource evaluation, and operational leadership. His work spans Canada, Vietnam, Scandinavia, and Turkey, contributing to multiple discoveries and advanced exploration programs. A founding partner of Transition Metals Corp., Mr. Collins helped build one of Canada’s leading prospect generators.

Bill Francis, CPA, CA, Chief Financial Officer

Mr. Francis is a seasoned financial executive with over 15 years of experience in the junior mining and resource sectors with a Master of Management and Professional Accounting (MMPA) from the University of Toronto. Mr. Francis has held senior financial roles for notable mining companies, serving as Corporate Controller for Signal Gold Inc. (formerly Anaconda Mining Inc.), Jaguar Mining Inc., and Newmarket Gold Inc., and is the current CFO for Magna Terra Minerals Inc.

Marc Idziszek, P.Geo., VP Exploration

Mr. Idziszek is an exploration geologist and consultant with over 20 years of experience in precious metals exploration. He is currently the Vice President of Exploration for Capitan Silver Inc. and Canadian Gold Miner. Mr. Idziszek was involved in the discovery of the Sabadola Gold Project in Senegal. Mr. Idziszek is responsible for the oversight of technical programs at the Cruz de Plata project in Mexico as a senior consultant to Capitan Silver Inc. Mr. Idziszek holds an M.Sc. from the University of Toronto, a Graduate Diploma in Business from Simon Fraser University.

Scott McLean, P.Geo., Director

Mr. McLean is the President, CEO, and Co-Founder of Transition Metals Corp., bringing over 35 years of expertise in mineral exploration and executive management. A highly decorated geoscientist, he was named PDAC’s Prospector of the Year in 2004 for his pivotal role in discovering the world-class Nickel Rim South deposit during his 23-year tenure at Falconbridge Limited. Mr. McLean also serves as Chairman of SPC Nickel Corp. and CGM. He has also represented the Geoscience Profession as President of Professional Geoscientists of Ontario, where he helped shape provincial geoscience legislation. He holds an Honours B.Sc. in Geology from the University of Western Ontario and is a Fellow of Geoscientists Canada.

Wes Roberts, P.Eng., Director

Mr. Roberts is Vice President of Business Development at Lipari Mining Ltd., bringing over 40 years of global mining engineering and economic evaluation expertise. Mr. Roberts is a Director of Sparton Resources, Aurum Lake Mining and has held numerous positions in the mining industry, which include Canada Talc Limited, Derry Michener Booth & Wahl, Davey International, Bharti Engineering, GMP

Lew Lawrick, Director

Mr. Lawrick is the President, CEO, and Director of Magna Terra Minerals Inc., a seasoned executive with over 30 years of experience in the natural resources sector. He has a proven track record of founding and leading successful mining ventures, including Signal Gold Inc. (formerly Anaconda Mining Inc.). Under his leadership, Magna Terra is currently advancing a diverse portfolio of gold projects across Atlantic Canada and Argentina. A graduate of the University of Calgary, Mr. Lawrick also serves as Managing Director of Thorsen-Fordyce Merchant Capital, leveraging deep expertise in corporate finance and strategic project development to drive stakeholder value.

Shaun Heinrichs, CPA, CA, Director

Mr. Heinrichs is the President, CEO, and Director of 1911 Gold Corporation, bringing over 25 years of financial and operational leadership to the resource sector. Since his appointment as CEO in 2022, he has spearheaded the strategic advancement of the True North Gold Project in Manitoba, leveraging a fully permitted 1,300 tonne pre day processing facility to transition the company toward a planned production restart by 2027. A former CFO of the company and veteran executive of firms such as Veris Gold Corp. and VMS Ventures, Mr. Heinrichs combines deep institutional knowledge with a disciplined approach to capital markets. He holds a business degree from Simon Fraser University and began his career at Ernst & Young.

Stock Exchange Matters

As at the date hereof, neither the 131 Shares nor the CGM Shares are listed on any stock exchange in Canada, or elsewhere. 131 is a “reporting issuer” (within the meaning of applicable securities legislation) in the Provinces of British Columbia and Alberta.

There can be no assurance that the TSXV will grant approval for the listing of the Resulting Issuer Shares or that the Proposed Transaction or the Concurrent Financing will be completed as proposed or at all. The Proposed Transaction is an “arm’s length transaction” (as such term is defined in the policies of the TSXV) as CGM is not a Related Party (as such term is defined in the policies of the TSXV) to 131.

The Proposed Transaction may require sponsorship under the policies of the TSXV unless an exemption or waiver from sponsorship is granted. 131 and CGM intend to apply for an exemption or waiver from sponsorship requirements of the TSXV in connection with the Proposed Transaction. There can be no assurance that such exemption or waiver will ultimately be granted.

Osler, Hoskin & Harcourt LLP is appointed as counsel to CGM and Borden Ladner Gervais LLP is appointed as counsel to the Company.

About CGM

Canadian Gold Miner is a private exploration company that controls one of the largest contiguous land positions in the prolific Kirkland Lake gold camp, including near-complete ownership of the highly prospective Lincoln-Nipissing Shear Zone—an underexplored structural corridor comparable in scale and potential to the Cadillac-Larder Lake Break. Private investment helped define two emerging, district-scale gold targets—4 Corners and Lafond—each hosting multi-kilometre mineralized trends now ready for drill evaluation. Supported by strong industry shareholders and an award-winning technical team, the Company is preparing for a 2026 public listing and financing (in connection with the Proposed Transaction), giving investors early exposure to a potential new gold district.

Additional Information

Additional information concerning the Proposed Transaction, the Concurrent Financing, 131, CGM and the Resulting Issuer will be provided in subsequent news releases and in the Listing Application to be filed in connection with the Proposed Transaction, which will be available under 131’s SEDAR+ profile at www.sedarplus.ca.

None of the securities to be issued in the Concurrent Financing or to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant thereto will be issued in reliance upon available exemptions from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About 1317236 B.C. Ltd.

131 was incorporated under the Business Corporations Act (British Columbia) on July 27, 2021. 131 is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of 131.

All information contained in this news release with respect to 131 and CGM was supplied by the parties, respectively, for inclusion herein, and 131 and its directors and officers have relied on CGM for any information concerning such party, and CGM and its directors and officers have relied on 131 for any information concerning such party.

Cautionary Note Regarding Forward-Looking Information

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of 131 and CGM with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction; (ii)the size, timing and completion of the Concurrent Financing; (iii) the intended use of proceeds of the Concurrent Financing; (iv) the timing and completion of the Continuance and subsequent Amalgamation; (v) the completion of the Consolidation; (vi) listing of the Resulting Issuer Shares on the TSXV; (vii) receipt of TSXV approval and (viii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect 131’s and CGM’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although 131 and CGM believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals, including but not limited to that of the TSXV, and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, and competitors; the ability to complete the Continuance; the ability to complete the Concurrent Financing; the ability to complete the Consolidation; and changes in general economic, business and political conditions, including changes in the financial markets. This forward-looking information may be affected by risks and uncertainties in the business of 131 and CGM and market conditions.

Should one or more of these risks or uncertainties 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 131 and CGM have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. 131 and CGM do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Investors are cautioned that, except as disclosed in the Listing Application to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284636