Star Metro - Gemdale Gold Announces Proposed Assignment of Isoneva Gold Property Option to Jesmond Capital

The assignment is being completed pursuant to an agreement between WestGold and Jesmond, with Jesmond assuming WestGold's obligations under the existing option agreement with Gemdale (the "Underlying Option Agreement") from closing. The original terms of the option agreement between Gemdale and WestGold remain unchanged.

Completion of the assignment is subject to a number of conditions, including completion of Jesmond's Qualifying Transaction and concurrent financing and receipt of the required TSX Venture Exchange, regulatory and third-party approvals and acknowledgements.

Following closing, Gemdale will continue to own 100% of the Isoneva Gold Property until such time as Jesmond completes the terms of its earn-in and exercises its option. Gemdale will also continue to act as operator of the Isoneva Gold Property in accordance with the terms of the Underlying Option Agreement.

Toby Strauss, President and CEO, comments: "We are pleased to welcome Jesmond as our proposed new option partner for the Isoneva Gold Property. We look forward to working closely with the Jesmond team as we continue to advance Isoneva and unlock the significant potential we believe this project holds.

"The proposed assignment provides a clear path forward while maintaining the original terms of the option agreement, and we look forward to building a strong working relationship with Jesmond as the project progresses."

Underlying Option Agreement Terms

Following closing, to exercise the Option, Jesmond will be required to:

1. incur remaining aggregate exploration expenditures of C$2,400,000 before the option period under the Underlying Option Agreement expires (25 June, 2028); and
2. before that option period expires, at Gemdale's election:
   1. pay Gemdale C$1,000,000 in cash; or
   2. issue to Gemdale C$4,000,000 worth of Jesmond common shares, valued at the higher of the 20-day volume-weighted average trading price and the lowest price permitted by the applicable stock exchange, subject to a 19.99% ownership limitation and a cash top-up for any balance that cannot be satisfied through the issuance of shares.

If Gemdale elects to receive the C$1,000,000 cash payment, additional contingent payments will become payable following exercise of the Option, consisting of:

• C$500,000 following the announcement of an aggregate 500,000-ounce gold or gold-equivalent mineral resource on the Isoneva Gold Property in the measured or indicated categories;
• C$1,000,000 following the announcement of an aggregate 1,000,000-ounce gold or gold-equivalent mineral resource on the Isoneva Gold Property in the measured or indicated categories; and
• C$1,500,000 following the announcement of the completion of a positive feasibility study for the Isoneva Gold Property,

in each case in accordance with the terms of the Underlying Option Agreement. The Underlying Option Agreement states that the contingent-payment amounts are not cumulative and provides, as an example, that if the initial mineral resource exceeds 1,000,000 ounces, the aggregate cash payment then payable is C$1,500,000.

Upon Jesmond satisfying the applicable cash or share consideration and exploration expenditure requirements and exercising the Option, a 100% undivided interest in the Isoneva Gold Property will vest in Jesmond, subject to a 2.0% net smelter returns royalty in favour of Gemdale (the "NSR Royalty").

Jesmond will have a one-time right, exercisable when the Option is exercised, to reduce the NSR Royalty from 2.0% to 1.5% by paying Gemdale C$2,000,000. Jesmond will also have the right at any time to reduce the NSR Royalty to 1.0% by paying Gemdale C$3,000,000, or to 0.5% if Jesmond has also exercised the C$2,000,000 royalty-reduction right.

Gemdale will initially act as operator of the Isoneva Gold Property and, subject to the terms of the Underlying Option Agreement, will undertake exploration activities directed and funded by Jesmond. Gemdale will be entitled to an operator's fee equal to 10% of qualifying exploration expenditures, reduced to 8% for the portion of qualifying exploration expenditures exceeding C$1,000,000 in a calendar year.

More About Gemdale Gold

Gemdale Gold Inc. owns a portfolio of highly prospective exploration licenses in Finland, and is focused on making significant new gold and critical metal discoveries on these properties. The Company has been active in Finland since 2018. The Company's 100% owned projects include:

Pontio Gold Project (western-central Finland): Historical and recent drilling has outlined near-surface gold mineralisation along a multi-kilometre trend that remains open along strike and at depth. The Company started an infill and extension drill programme in February, 2026, and, based on this programme, plans to deliver a maiden mineral resource estimate in early 2027. Full exploration information has been disclosed in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") in a report titled "NI 43-101 Technical Report on the Pontio Project, Central Ostrobothnia, Finland" with an effective date of 30 September, 2025 and filed on SEDAR on 16 January 2026.

Isoneva (western-central Finland): Exploration stage gold project located proximal to extensive boulder train anomalies. The property is subject to an option agreement (the "Isoneva Option") with WestGold Metals Inc. ("WestGold", formerly called Nordique Resources Inc) pursuant to which WestGold may earn a 100% interest by, among other things, funding exploration expenditures over a three-year period and making additional financial commitments to the Company. For more information on the Isoneva Option, please see the Company's final long form prospectus dated January 30, 2026 under the heading "Business of the Corporation - January 1, 2025 to the date hereof".

Lapland Projects (northern Finland): A group of exploration permits and applications located within a recognised gold and base-metal exploration region, in proximity to several recent regional discoveries, including Rupert Resources' Ikkari gold project.

Nuotti (western-central Finland): Copper-nickel-platinum-palladium exploration license where limited historical government drilling indicates the presence of near-surface copper-PGM mineralisation.

Savo / Rantasalmi (southeastern Finland): Exploration license application area containing a historical inferred resource estimate of 3.23 million tonnes grading 2.7 g/t gold for approximately 276,000 ounces of gold prepared by a prior operator, Rupert Resources Ltd., and disclosed in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

In November 2018, Rupert Resources Ltd, released an NI 43-101 Mineral Resource Estimate completed by Brian Wolfe (Qualified Person) of International Resource Solution Pty Ltd. The NI 43-101 Technical Report was filed by Rupert Resources Ltd on SEDAR on 9th November, 2018. No new data subsequent to an earlier 2011 estimate was included in this study. This study used Multiple Indicator Kriging (MIK) for the estimation of grade into the block model. This study assumed a combined open pit and underground mining operation, recoveries of 85-90% and a gold price of EUR 1,200/oz (current gold price ~ EUR 4240/oz). The use of MIK as an estimation method, along with the requirements of a greater degree of confidence in the geological continuity for underground mining, were given as the reasons for the assigned lower resource category of Inferred Resources compared to the 2011 Resource Estimate. The Resource Estimate was reported at a cut-off grade of 1.5 g/t Au.

The Company is not aware of any further drilling or sampling being conducted on the property since this historical estimate was completed. Gemdale Gold Inc is not treating this historical estimate as a current resource estimate. Neither Gemdale Gold Inc nor a suitable Qualified Person, has done sufficient work to classify the historical estimate as a current Mineral Resource Estimate. The company believes this historical estimate is relevant and reliable in providing insight into the potential mineral resources for the project based on historical drilling completed to date. Gemdale Gold believes that further drilling is not required to verify or upgrade these historical resources to a current Mineral Resource Estimate, but that it is necessary for a Qualified Person to review the assumptions and methodology used for the estimation.

Qualified Person: The scientific and technical information contained in this news release has been reviewed and approved by Toby Strauss, CGeol., EurGeol, a "Qualified Person" as defined in NI 43-101. Dr. Strauss, as President and CEO of the Company, is not independent of the Company.

Additional disclosure, including the Company's financial statements, technical reports, news releases and other information, can be obtained at https://gemdalegold.com/ or on SEDAR+ at https://www.sedarplus.ca/home/#.

ON BEHALF OF GEMDALE GOLD INC

"Dr. Toby Strauss"
President & CEO

For Further Information Please Contact:

Website: www.gemdalegold.com

Cautionary Note on Forward-Looking Statements

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

This news release contains certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements") as they relate to the Company and its management. Forward-looking statements are not historical facts but represent management's current expectation of future events and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anticipates", "estimates", "should", "continues" and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct or will come to pass. Forward-looking statements include statements and information regarding the Company's exploration and development plans, in particular the ongoing drill program on the Pontio Gold Project, other anticipated drill programs, potential future gold and critical metal (including copper-nickel-PGM) discoveries, potential mineralisation, resource estimates, the anticipated delivery of a maiden mineral resource estimate on the Pontio Gold Project in early 2027, the potential to verify or upgrade historical estimates to current mineral resource estimates, the Isoneva Option and the potential for Nordique to earn an interest in the Isoneva property, future financing plans, use of proceeds, regulatory approvals, including the approval of the TSX Venture Exchange for applicable transactions, market conditions, the Company's future business objectives, the future plans for the Company, and other forward-looking information.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions, or events to differ materially from those in the forward-looking statements. Forward-looking statements are based on a number of assumptions that management believes to be reasonable at the time such statements are made, including, without limitation, assumptions regarding the availability of capital, the receipt of required regulatory approvals, the grant of pending exploration permit and licence applications, the continuation of favourable market conditions, the accuracy of historical and technical data, the completion by Nordique of its earn-in obligations under the Isoneva Option, and the Company's ability to execute its exploration and development plans as currently contemplated. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: risks related to exploration and development activities; commodity price fluctuations, including in respect of gold and critical metals such as copper, nickel and platinum-group metals; the risk that historical estimates cannot be verified or upgraded to current mineral resource estimates; risks that pending exploration permits and licence applications are not granted or are granted on unfavourable terms; risks related to mineral title and tenure; risks that counterparties, including Nordique under the Isoneva Option, do not complete their earn-in expenditures or financial commitments; risks associated with conducting operations in a foreign jurisdiction, including Finland, such as currency, taxation, permitting and changes in the applicable legal and regulatory regime; availability and terms of financing; regulatory approvals, including any failure to obtain the approval of the TSX Venture Exchange for applicable transactions; environmental and permitting risks; operational risks; the capital requirements of the Company and its ability to maintain adequate capital resources to carry out its business activities; the ability of the Company to continue as a going concern; dependence on key personnel; the Company's early stage of development; stock market, interest rate and debt market volatility; changing capital market valuations; risks related to potential dilution in the event of future financings; volatility of the market price for the Company's securities; litigation and regulatory risk; jurisdictional and regulatory risk; adverse general economic and market conditions; rising costs related to inflation; and those factors detailed in the Company's final long form prospectus dated January 30, 2026 and other public documents filed under the Company's profile at www.sedarplus.ca. The Company has also assumed that no significant events occur outside of the Company's normal course of business.

The Company cautions that the foregoing list of factors is not exhaustive. In addition, although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, or intended. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change, and no assurance can be given that such events will occur in the disclosed time frames or at all or that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press 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. The Company does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE: Gemdale Gold Inc.

View the original press release on ACCESS Newswire

V.Jackson--SMC