BGX.CN · 2024-03-08 12:00:00

BGX - Black Gold Exploration Corp. Announces Equity Incentive Grant and Debt Settlement

Share Capital & Compensation

BGX – BLACK GOLD EXPLORATION CORP ANNOUNCES EQUITY INCENTIVE GRANT AND DEBT SETTLEMENT

AGREEMENTS

VANCOUVER, BC March 8, 2024 – BGX – Black Gold Explora�on Corp. (the " Company" o r "BGX") (CSE: BGX),

announces that it has granted op�ons (each, an " Op�on") t o pur chase an aggr eg a t e of up t o 186,667 common

shares in the capital of the Company (the “Common Shares”) to directors, oﬃcers and consultants of the Company.

Each Op�on is exercisable into one Common Share at an exercise price of $4.00 per Common Share. The Company

also issued 13,333 performance share units (the “PSUs”) with each PSU conver�ble into one Common Share.

The Op�ons granted to directors vest 20% on grant and 40% on the ﬁrst and second anniversary of the grant date.

The Op�ons granted to Oﬃcers vest 20% on grant and 20% on the ﬁrst, second, third and fourth anniversary of the

grant date. The Op�ons granted to a consultant vest as to 25% on grant and 25% on each of the ﬁrst, second and

third anniversaries of the grant date. All op�ons expire ﬁve years from the grant date. The PSU’s granted to a

consultant vest upon grant as the performance metric which triggered a conversion was the public lis�ng of the

Company.

All Common Shares issuable upon exercise of the Op�ons or conversion of the PSUs are subject to a four month

hold period commencing on the grant date.

The Op�ons and PSUs are granted in accordance with the Company's equity incen�ve plan adopted by BGX’s board

of directors on March 7, 2024 (the "Equity Incen�ve Plan"). The maximum number of equity incen�ves available

for grant is 20% of the Company’s Common Shares on a rolling basis. The Company will seek shareholder approval

of the Equity Incen�ve Plan at its next annual general mee�ng. Given that the Equity Incen�ve Plan is a 20% rolling

plan, if the total number of equity incen�ves granted exceeds 10% of the Company’s Common Shares prior to

shareholder approval of the Equity Incen�ve Plan, the Company must obtain shareholder approval of such individual

grants prior to the ves�ng of any such equity incen�ves.

A copy of the Equity Incen�ve Plan is available under the Company's SEDAR+ proﬁle at www.sedarplus.ca.

Debt Conversion

The Company also announces that it has agreed with certain of its creditors to issue an aggregate of 16,987 common

shares (the “Setlement Shares”) to such creditors in exchange for outstanding accounts payable (the “ Shares for

Debt Transac�on”) in the aggregate amount of CA$67,948 (the “Debt”) owing to certain creditors (the “Creditors”).

The Setlement Shares are being issued at a price of $4.00, in accordance with the policies of the Canadian Securi�es

Exchange (the “CSE”).

The Company is comple�ng the Shares for Debt Transac�on to improve its ﬁnancial posi�on by reducing its exis�ng

liabili�es. All Setlement Shares will be subject to a four -month and one -day hold period. The Shares for Debt

Transac�on remains subject to CSE acceptance. No new control person of the Company will be created pursuant to

the Shares for Debt Transac�on.

The Shares for Debt Transac�on cons�tutes a “related party transac�on” within the meaning of Mul�lateral

Instrument 61-101 – Protec�on of Minority Security Holders in Special Transac�ons (“MI 61-101”) as it is an�cipated

that Francisco Gulisano (CEO of BGX), will be issued Setlement Shares in connec�on with the debt setlement. The

Company is relying on the exemp�ons from the valua�on and minority shareholder approval requirements of MI

61-101 contained in sec�ons 5.5(a) and 5.7(1)(a) of MI 61- 101, as the fair market value of the shares for debt

transac�on with the forgoing insiders does not exceed 25% of the market capitaliza�on of the Company, as

determined in accordance with MI 61 -101. The Company did not ﬁle a material change report in respect of the

related party transac�on at least 21 days before the closing of the debt setlement, which the Company deems

reasonable in the circumstances as the Company wishes to improve its ﬁnancial posi�on by reducing its exis�ng

liabili�es.

On behalf of the Company,

Francisco Gulisano

Chief Execu�ve Oﬃcer

About BGX

BGX – Black Gold Explora�on Corp. (CSE: BGX) is an oil and gas explora�on company dedicated to crea�ng

shareholder value through the acquisi�on, explora�on and development of oil and gas projects. It is currently

developing the El Carmen Project loca ted in the Chubut Province of Argen�na. For more informa�on visit

htps://www.bgxcorp.com.

Neither the CSE nor the CSE’s Regulation Services Provider (as that term is deﬁned in the policies of the CSE) accept

responsibility for the accuracy of this release.

For further informa�on: [email protected] or 236-259-0279

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