Offering Document - Amended and Restated (Feb. 4, 2026)
No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.
This Offering Document (“Offering Document”) constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold to, or for the account or benefit of persons in the “United States” or “U.S. Persons” (as such terms are defined in Regulation S of the U.S. Securities Act) except pursuant to exemptions from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities to, or to, or for the account or benefit of persons in the United States or U.S. persons.
Amended and Restated Offering Document under the Listed Issuer Financing Exemption February 4, 2026
(Amending and restating the Offering Document dated January 26, 2026 under the Listed Issuer Financing Exemption)
ASHLEY GOLD CORP.
(the “Company”)
SUMMARY OF OFFERING
What are we offering?
| Offering: | Non-brokered private placement of units (“Units”) of the Company, with each Unit consisting of one (1) common share of the Company (each a “Common Share”, and each Common Share comprising part of a Unit being a “Unit Share”) and one-half (½) of one common share purchase warrant (each whole share purchase warrant, a “Unit Warrant”). Each Full Unit Warrant will be exercisable to acquire an additional Common Share (a “Unit Warrant Share”) at an exercise price of $0.12 per Unit Warrant Share for a period of 36 months following the Closing Date (as defined herein) (the “Expiry Date”). |
| Offering Price: | $0.08 per Unit (Non-Flow Through) and $0.11 per Unit (Charity Flow Through). |
| Offering Amount: | A minimum of $300,000 and up to a maximum of $500,000 in hard dollar units consisting of a minimum of 3,750,000 Units and up to a maximum of 6,250,000 Units at a price of $0.08, constituting the non-flow portion of the raise (“NFT”). A minimum of $500,000 and up to a maximum of $1,500,000 in charity flow-through units consisting of 4,545,454 Units and up to a maximum of 13,636,363 Units at a price of $0.11, constituting the charity flow-through portion of the raise (“CFT”). For aggregate minimum gross proceeds of $800,000 CDN and up to a maximum of $2,000,000 CDN (the “Offering”). |
| Closing Date: | This Offering is expected to close on or before February 23, 2026, or such other date as the Company may determine (the “Closing Date”). |
| Exchange: | The Common Shares are listed on the Canadian Securities Exchange (“CSE”) under the trading symbol “ASHL”. |
| Last Closing Price: | The closing price of the Common Shares on the CSE on February 4, 2026, the most recent trading day before the date hereof, was $0.075. |
| Description of Unit Shares: | Each Common Share carries one (1) vote at all meetings of shareholders of the Company, is entitled to receive dividends as and when declared by the board of directors of the Company and is entitled to participate in the remaining property and assets of the Company upon dissolution or winding-up. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights. |
| Description of Unit Warrants: | Every 2 Unit Warrants will be exercisable to acquire a Unit Warrant Share at an exercise price of $0.12 per Unit Warrant Share by the Expiry Date. |
The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:
- The Company has active operations and its principal asset is not cash, cash equivalents or its exchange
listing;
- The Company has filed all periodic and timely disclosure documents that it is required to have filed;
- The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption (the "Order") and is qualified to distribute securities in reliance on the exemptions included in the Order;
- The total dollar amount of this offering, in combination with the dollar amount of all other offerings made
under the listed issuer financing exemption and under the Order in the 12 months preceding the date of the news release announcing this offering, will not exceed $25,000,000;
- The Company will not close this Offering unless the Company reasonably believes it has raised sufficient
funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
- The Company will not allocate the available funds from this Offering to an acquisition that is a significant
acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This offering document contains “forward-looking information” which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its mineral projects, the future price of Gold or other metal prices, exploration expenditures, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and regulatory matters.
Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, and competitive uncertainties; lack of production; limited operating history of the Company; the actual results of current exploration activities; ability to obtain licenses or permits; the legal obligations to consult and accommodate communities; proper title to its mineral projects; the Company may lose or abandon its interest in the its mineral projects; ability to retain qualified personnel; the ability to obtain adequate financing for exploration and development; volatility of commodity prices; environmental risks of mining operations; accidents, labour disputes and other risks of the mining industry, including but not limited to environmental hazards, cave- ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavourable operating conditions and losses as well as those factors discussed in the Company’s Management Discussion and Analysis filed on The System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca.
Forward-looking statements are based on a number of material factors and assumptions, including the determination of mineral reserves or resources, if any, the results of exploration and drilling activities, the availability and final receipt of required approvals, licenses and permits, that sufficient working capital is available to complete proposed exploration and drilling activities as well as economic studies, that contracted parties provide goods and/or services on the agreed time frames, the equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred and that no unusual geological or technical problems occur. While the Company considers these assumptions may be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the Company’s Management Discussion and Analysis filed on SEDAR+ at www.sedarplus.ca.
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These forward-looking statements are made as of the date of this offering document and are based upon management’s beliefs, estimates and opinions. The Company intends to discuss in its quarterly and annual reports referred to as the Company’s Management’s Discussion and Analysis documents any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this offering document. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Other than as required by law and as otherwise stated in this offering document the Company does not intend and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.
Investors are cautioned against placing undue reliance on forward-looking statements.
Qualified Person
The contents of this Offering document have been reviewed and approved by Shannon Baird, P. Geo., the Exploration Manager of the Company. Mr. Baird is a Qualified Person as defined by NI 43-101 - Standards of Disclosure for Mineral Projects and is responsible for all technical information in this Offering Document.
SUMMARY DESCRIPTION OF BUSINESS
What is our business?
The Company has approximately 74,529,873 million shares outstanding, with strong and recent insider support (above 10% threshold).
The Company has 100% interest in four opportunities in Dryden Ontario: (i) the Burnthut Property (including the Tak Patents), (ii) the Santa Maria Property, (iii) the Howie Lake Property, and (iv) the Alto-Gardnar Property. Additionally, the Company also has a 100% interest in the polymetallic Icefield Portfolio, consisting of the Vertebrae Ridge and Gold Mountain Projects in South-Eastern BC, along the BC-Alberta border.
None of the Company projects are under option, all projects are 100% owned.
About the Burnthut Property
Along strike and contiguous to the North-East of the Goliath-Gold complex held by NexGold Mining Corp., the company recently announced the 100% acquisition of the Tak Patents, directly against the NexGold claims, with a known strike of 380m, open in all directions. The Tak Patents were previously worked by Lac Minerals (Barrick) and have historic high grade intercepts of 2.082 g/t Au over 31.83m from 3.57-35.40m (TAK-99-10) in a quart-feldspar porphyry (“QFP”). The QFP has been extensively mapped and trenched historically, boasting a known strike of 1400m and a width of 500m. Drilling has yet to indicate the dip or extent of the mineralized horizon. The company has proposed an immediate drill campaign, with use of proceeds to be directed to a significant winter program, as well as modern IP surveys. A driller has committed to a 6 month term with the company, reserving a rig exclusively for Ashley Gold Corp.
About the Howie Lake Property
The Howie Lake Property is located in the Kenora Mining Division, Ontario. The Project is accessible by well maintained logging roads. The Company holds a 100% interest subject to no NSR. The property is adjacent to the Dynasty Gold Thundercloud Project with historical drilling intersecting gold bearing intervals on the Howie Property. Drilled in winter 2025, assays are pending.
About the Alto-Gardnar Property
The Company holds a 100% interest subject to a 0.5% net smelter returns (“NSR”) interest. The Project is near infrastructure and older logging roads run almost directly to the claims. The property is 20km due east of the Goliath deposit, held by NexGold Mining Corp. The Company intercepted 130 g/t Au over 1.0m in Fall 2025 during channel sampling.
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Recent developments
The most recent material event was the acquisition of the Tak patents, along strike and adjoining the NexGold Mining Corp., Goliath-Gold Complex. The acquisition was a related party transaction between the company and the President, at the original book cost.
The Patented land contains 4 PINS and 1 MLO (Mining License of Occupation). Historic work by Cominco, Lac Minerals (Barrick) and Triex Resources uncovered a quartz feldspar porphyry that is thought to be at least 1400m by 500m. Historic holes intercepted high grade and wide zones of lower grade gold, starting at and below the surface. Historic trenches in some areas are up to 60m long. The Company has modelled all historic data and is ready to commence confirmation drilling and infill on close of funding. A drill contractor has committed to working the program for the Company.
Over the last twelve months preceding the date hereof, the following is a brief summary of the key recent developments involving or affecting the Company:
Exploration Activities:
On October 20, 2025, the Company announced that it has concluded negotiations with a private company for the option of its 100% owned Tabor-Sakoose claims. The Company will retain a portion of the original Santa-Maria claims. The transaction is composed of a base cash component of $100,000.00 Canadian (max $150,000), and a total issued value of $225,000.00 in equity of a listed entity.
Sahara Uranium-Vanadium Property:
As of September 30, 2025, the Company decided to terminate the option agreement and as a result, recorded a write-off of exploration and evaluation assets of $5,913 (2024 - $190,781), due to inability to raise the required capital to maintain the option.
Sakoose Gold Project:
As of September 11, 2025, the Company fulfilled the terms of a previously executed option agreement and was granted 100% ownership. As consideration for the option, the Company paid to the property owners a total of up to $68,000 in cash and issued a total of 200,000 common shares of the Company.
On June 5, 2024, the Company entered into first amendment to the property option agreement to acquire an additional 4 claims and agreed to pay $1,250 in cash to the optionors. The option agreement is subject to a 1.5% NSR of which the Company has the option to purchase 0.5% back at any time for $600,000, to reduce the NSR down to 1%.
On September 11, 2025, the Company issued 500,000 for the acquisitions of Sakoose Project per agreement dated November 18, 2024, redeemed at $0.05 per share and paid $14,000.
BC Icefield Portfolio:
On March 19, 2025, the Company entered into a purchase agreement with Pegasus Resources Inc. to acquire a 100% interest in the BC Icefield Property, located in British Columbia. As consideration, the Company agreed to issue 8,000,000 common shares, of which 6,000,000 were issued upon signing and 2,000,000 are to be issued upon receipt of drill permit or, if not obtained, within 12 months of the closing date.
Burnthut Property:
On March 17, 2025, the Company entered into an agreement to purchase a 100% interest in 12 claims on the Burnthut Property and 2 claims on the Howie Property located east of Dryden, Ontario. The Company issued 200,000 common shares in accordance with the terms of the agreement.
On March 22, 2025, the Company entered into an agreement to purchase a 100% interest in 8 claims bordering the Burnthut Property located in the Sioux Lookout region of Ontario. The Company paid $7,500 in cash and issued 100,000 common shares of the Company in accordance with the terms of the agreement.
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As of September 30, 2025, the Company entered into a Transfer Payment Agreement with the Government of Ontario under the Ontario Junior Exploration Program to support activities on the Burnthut Property. The agreement provides for a maximum contribution of $159,045 based on total approved eligible project costs. The Company received a total of $159,045 (2024 - $Nil) during the nine months ended September 30, 2025 and incurred eligible expenditure in full during the project term from April 1, 2023 to September 30, 2025.
Property Option Agreements: Share Capital Issuances:
On September 11, 2025, the Company terminated Goldlund (Echo) project acquisition for the agreement dated February 19, 2025 and issued 120,000 common shares of the Company for the termination of the agreement redeemed at $0.05 per share.
On September 11, 2025, the Company issued 500,000 for acquisitions of Sakoose Project per agreement dated November 18, 2024, redeemed at $0.05 per share.
On July 28, 2025, the Company issued 2,631,838 common shares, valued at $115,801 for a release settlement with San Rafael LLC pertaining to the Sahara Option Agreement at fair market value $0.044 per share.
On June 25, 2025, the Company issued 200,000 common shares of the Company for the Expansion of the Tabor Property with additional 13 mining claims , in accordance with the terms of the agreement dated June 13, 2025.
On April 17, 2025, the Company issued 6,000,000 common shares of the Company for the BC Icefield Property per agreement dated March 19, 2025.
On April 17, 2025, the Company issued 200,000 common shares for the Echo (“Goldlund”) Property according to the terms of the agreement February 18, 2025.
On April 11, 2025, the Company issued 100,000 common shares of the Company for the Expansion of the Burnthut Property, in accordance with the terms of the agreement dated March 22, 2025.
On April 7, 2025, the Company issued 200,000 common shares for an additional 8 claims in the Burnthut Property and 2 claims on the Howie Property in accordance with the terms of the agreement dated March 17, 2025.
Funding Activities:
On November 27, 2025, the Company announced that it has closed a private placement for gross proceeds of $265,237.56, consisting of the issuance non-flow through units and flow through units
On August 28, 2025, the Company closed a second tranche of the above noted private placement consisting of the issuance of 3,000,000 flow through shares for gross proceeds of $150,000.00.
On July 28, 2025, the Company closed the first tranche of non-brokered private placement of 2,815,333 Units for gross proceeds of $136,890 consisting of 2,040,000 flow-through units for gross proceeds of $102,000 at $0.05 per unit and 755,333 non-flow through for gross proceeds of $34,890 at $0.045 per unit.
On April 17, 2025, the Company closed a non-brokered private placement of 3,620,000 units at $0.05 per unit for gross proceeds of $181,000, comprising one common share and one-half of one common share purchase warrant.
On February 27, 2025, the Company closed a non-brokered private placement of 2,187,778 Units for gross proceeds of $101,450 consisting of 600,000 flow-through units for gross proceeds of $30,000, and 1,587,778 non-flow through units for gross proceeds of $71,450.
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Material facts
There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date hereof.
What are the business objectives that we expect to accomplish using the available funds?
The business objectives and timelines and anticipated expenditure of such business objectives are set forth in the “Use of Available Funds” section below.
USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of this Offering?
Based on the Company’s estimated working capital of $270,669 as of January 23, 2026, the estimated availability of funds, assuming full completion of the Offering, is $2,088,396. See the “Fees and Commissions” section below for additional information.
| Assuming Minimum | Assuming Maximum | ||||||
|---|---|---|---|---|---|---|---|
| Completion | Completion | ||||||
| of the Offering | of the Offering | ||||||
| A | Amount to be raised by this Offering | $800,000 | $2,000,000 | ||||
| B | Fees and Commissions (i.e., corporate finance fees) | $78,090 | $152,273 | ||||
| C | Estimated offering costs (e.g., legal and accounting) | $30,000 | $30,000 | ||||
| D | Net proceeds of Offering: D = A – (B+C) | $691,910 | $1,817,727 | ||||
| E | Working capital as at most recent month end (deficiency) | $270,669 | $270,669 | ||||
| F | Additional sources of funding | $0 | $0 | ||||
| G | Total available funds: G = D+E+F | $962,579 | $2,088,396 |
How will we use the available funds?
| Description of intended use of available | Assuming Minimum | Assuming Maximum |
|---|---|---|
| funds listed in order of priority | Completion of the Offering | Completion of the Offering |
| TAK Patent Drilling | $300,000 | $1,000,000 |
| Alto Gardnar Drilling | - | $300,000 |
| Alto Gardnar/TAK IP Survey | - | $150,000 |
| General and Administration | $500,000 | $500,000 |
| Unallocated working capital | $162,579 | $138,396 |
| TOTAL: | $962,579 | $2,088,396 |
The above-noted allocation of capital and anticipated timing represents the Company’s current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan. The Company’s audited financial statements include a going concern note in connection with uncertainty related to certain events and conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. Notwithstanding the going concern note, the Offering will provide the Company with sufficient capital to meet its ongoing liquidity requirements over the next 12 months. See the “Cautionary Statement Regarding Forward-Looking Information” section above.
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How have we used the other funds we have raised in the past 12 months?
| ACTIVITY | PLANNED | ACTUAL | NOTES ON VARIANCE |
|---|---|---|---|
| Amount Raised, net of issuance costs | $ 904,355 | $ 922,245 | April offering oversubscribed by $6,000; August offering oversubscribed by $11,890. |
| Spend, prior 12 months (January 1, 2025 to December 31, 2025) | |||
| Exploration | $ 556,500 | $ 567,920 | Increased spend of $11,420 as additional funds available from offerings. |
| Working Capital | $ 347,855 | $ 354,325 | Increased spend of $6,470 resulting from additional exploration activities |
| Total | $ 904,355 | $ 922,245 |
FEES AND COMMISSIONS
Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?
The Company has entered into an agreement to pay corporate finance fees to Research Capital Corp. for $50,000, including a cash component of $25,000 and $25,000 payable in issuance of shares. The Company will be paying 8% cash and 8% “finders warrants” for “hard dollar and charity unit purchase.
Does the dealer or finder have a conflict of Interest?
To the knowledge of the Corporation, neither the dealer nor the finder has a conflict of interest.
PURCHASERS’ RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right:
(a) to rescind your purchase of these securities with the Company, or
(b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.
You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.
ADDITIONAL INFORMATION
Where can you find more information about us?
Prospective investors and security holders of the Company can access the Company’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca under the Company’s profile.
For further information regarding the Company, visit our website at: www.ashleygoldcorp.com.
Please refer to the subscription agreement to which this Offering Document is attached as Schedule “A” for additional information.
Prospective investors should read this Offering Document and consult with their own professional advisors to assess the tax, legal, risk factors and other aspects of their investment of Units.
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CERTIFICATE OF THE COMPANY
This offering document, together with any document filed under Canadian securities legislation on or after February 4, 2025 contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
DATED: February 4, 2026 ASHLEY GOLD CORP.
By: “Darcy Christian”
Darcy J. Christian,
Chief Executive Officer and Director
By: “Noah Komavli”
Noah Komavli,
President and Director
By: “Paul Rozek”
Paul Rozek,
Chief Financial Officer
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