Awalé Resources Secures $19 Million Strategic Investment from Predictive Discovery and Fortuna Mining

Predictive Discovery Joins as Third Strategic Shareholder

Awalé Resources has successfully attracted Predictive Discovery Limited as a third major strategic investor through the private placement. Predictive Discovery subscribed for 16,642,352 common shares at $0.85 each, contributing $14,146,000 in gross proceeds. This investment gives Predictive Discovery approximately 11.8% ownership of Awalé’s issued and outstanding common shares, joining existing cornerstone shareholders Fortuna Mining and Newmont.

The addition of Predictive Discovery underscores confidence in Awalé’s exploration approach and asset portfolio at the Odienné Project. Andrew Chubb, President and CEO, stated the investment represents “a strong endorsement of our team, our exploration strategy, and the potential of the Project.” The multi-shareholder structure now includes three established mining companies with extensive operational and development expertise in African exploration and mining.

Fortuna Mining Maintains and Increases Stake via Participation Right

Fortuna Mining Corp. exercised its participation right to maintain pro-rata ownership by acquiring an additional 5,695,312 common shares at $0.85 each, totaling $4,841,000. Post-transaction, Fortuna holds 20,732,905 common shares, representing about 14.7% of Awalé’s issued and outstanding shares. This mechanism allowed Fortuna to preserve its stake while enabling external capital injection from Predictive Discovery.

Fortuna’s involvement triggered related party transaction disclosure under Multilateral Instrument 61-101, designed to protect minority security holders. However, the transaction was exempt from formal valuation and minority shareholder approval due to the company’s non-listed status on a specified exchange and the transaction’s value being under 25% of market capitalization.

Robust Cash Position and Ongoing Newmont Funding

Following the private placement, Awalé Resources holds over $35 million in cash, positioning the company to aggressively advance exploration across its 100%-owned Odienné Project properties while maintaining operational flexibility. The proceeds will primarily fund exploration activities on the company’s wholly-owned concessions in Côte d'Ivoire.

Simultaneously, Newmont Ventures Limited, a wholly owned subsidiary of Newmont Corporation, continues financing exploration under the May 2022 Exploration Agreement. Newmont operates exploration over 797 square kilometres within the 2,346 square-kilometre Odienné Project joint venture area. This dual funding—company-funded on wholly owned ground and Newmont-funded on joint venture ground—extends the capital runway for district-scale exploration.

Newmont Retains Rights to Maintain Equity Stake

Newmont Ventures Limited holds rights to participate in future equity issuances to maintain its pro-rata ownership. If Newmont fully exercises these rights, Awalé may issue up to 14,761,167 common shares at $0.85 each, potentially raising $12,546,992. However, there is no guarantee Newmont will participate or maintain its current ownership level.

Any such issuance would require a separate news release. This arrangement aligns with market practices granting anchor investors anti-dilution protections to preserve stakes through future financings.

Share Issuance Details and Post-Financing Capital Structure

The offering resulted in 22,337,664 common shares issued to Predictive Discovery and Fortuna Mining at $0.85 per share. Following closing, Awalé Resources has 141,334,595 common shares outstanding. The $0.85 share price was negotiated privately between the company and investors.

No warrants were issued with this offering, distinguishing it from typical exploration financings that often include warrants to enhance investor returns. All securities issued are subject to a statutory hold period of four months plus one day per Canadian securities regulations. Awalé agreed to pay a cash finder’s fee of $424,380, equal to 3.0% of gross proceeds from Predictive Discovery’s subscription, to an arm’s length finder.

Investor Rights Agreement with Predictive Discovery

Awalé Resources entered into an investor rights agreement with Predictive Discovery Limited, granting participation rights to maintain pro-rata ownership in future equity financings, alongside other rights outlined in the company’s July 14, 2026 news release. The full agreement will be filed on SEDAR+ and available on Awalé’s disclosure profile.

These participation rights mirror protections granted to Newmont, allowing Predictive Discovery to preserve its ownership percentage subject to its election. This structure is common for strategic investors acquiring significant stakes, reflecting confidence in Awalé’s long-term prospects while providing dilution protection.

Odienné Project Resource Estimate and Exploration Upside

The Odienné Project in Côte d'Ivoire hosts an initial inferred mineral resource estimate of 1.71 million ounces gold equivalent across the BBM, Charger, and Empire deposits, totaling 32.4 million tonnes at 1.33 g/t gold and 0.33% copper. Awalé describes this as “a strong foundation for ongoing growth and future economic studies.” The project covers 2,346 square kilometres over seven permits, with 797 square kilometres under the Awalé-Newmont Joint Venture.

Beyond the joint venture resource, Awalé holds a significant 100%-owned land position across the Odienné district with numerous untested and early-stage targets. Multiple gold and copper-gold systems have been identified, and the company maintains one of West Africa’s most active drill programs to unlock the district’s full potential.

Regulatory Approval and Compliance

The offering is subject to final acceptance by the TSX Venture Exchange. Neither the TSXV nor its Regulation Services Provider accepts responsibility for the announcement’s adequacy or accuracy. While no specific timeline for TSXV approval was provided, such acceptance is typically procedural for non-brokered private placements involving strategic investors.

The announcement includes standard securities law disclaimers, noting the offering is not an offer to sell or solicitation where unlawful. The securities are unregistered under the U.S. Securities Act of 1933 and cannot be offered or sold in the U.S. or to U.S. persons without registration or exemption. An exchange rate of US$1.00 to C$1.4114 was used for currency conversions.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking statements regarding TSXV acceptance, use of proceeds, exploration results, resource potential, drilling timelines, and advancement of economic studies. Awalé disclaims any obligation to update these statements and cautions against undue reliance.

Risks include failure to obtain TSXV approval, exploration outcomes, changes in resource estimates, commodity price volatility, market fluctuations, regulatory delays, and inherent mineral exploration risks. Readers should consult Awalé’s management discussion and analysis and continuous disclosure documents on SEDAR+ for detailed risk information.