BGX.CN · 2026-02-06 12:00:00

BGX Announces Share Consolidation and Shares for Debt Settlement.

Corporate Updates

VANCOUVER, BC, February 6, 2026 – BGX – Black Gold Exploration Corp. (the "Company" or "BGX")

(CSE: BGX) (FRE: BLGX) announces that the Company is proceeding with a consolidation of its issued and

outstanding share capital on the basis of one (1) post-consolidation common share for every ten (10) pre-

consolidation common shares (the “Consolidation”). No fractional shares will be issued, as any fractional

share will be rounded to the nearest whole number and no cash consideration will be paid in respect of

fractional shares. The Consolidation is subject to final confirmation by the Canadian Securities Exchange

(the “Exchange”). The effective date of the Consolidation will be on or around February 11, 2026. As a result

of the Consolidation, it is expected that the 171,738,390 common shares which are currently issued and

outstanding will be reduced to approximately 17,173,839 common shares, subject to rounding. The Company

will not be changing its name or stock symbol in connection with the Consolidation.

Shareholders who hold their common shares through a securities broker or other intermediary and do not have

common shares registered in their name will not be required to take any measures with respect to the

Consolidation. Letters of transmittal with respect to the Consolidation will be mailed shortly to all registered

shareholders of the Company. All registered shareholders who submit a duly completed letter of transmittal

along with their respective share certificate(s) representing their pre-Consolidation common shares to the

Company's transfer agent, Endeavor Trust Corporation, w ill receive a certificate representing their post-

Consolidation common shares.

The Company believes that the Consolidation will have the effect of, among other things, increasing the

interest of the financial community in the Company and potentially broadening its pool of investors; improving

trading liquidity; and reducing trading commissions and other transaction costs for shareholders.

Shares for Debt Settlement

The Company announces that it has agreed with certain of its creditors to issue an aggregate of 1,160,000

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

(the “Shares for Debt Transaction”) in the aggregate amount of CA$58,000 (the “Debt”) owing to certain

creditors (the “Creditors”). The Settlement Shares are being issued at a price of $0.05, in accordance with

the policies of the Canadian Securities Exchange (the “CSE”).

The Company is completing the Shares for Debt Transaction to improve its financial position by reducing its

existing liabilities. All Settlement Shares will be subject to a four-month and one-day hold period. The Shares

for Debt Transaction remains subject to CSE acceptance. No new control person of the Company will be

created pursuant to the Shares for Debt Transaction.

The Shares for Debt Transaction constitutes a “related party transaction” within the meaning of Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”) as it is

anticipated that Francisco Gulisano (CEO of BGX), will be issued Settlement Shares in connection with the

debt settlement. The Company is relying on the exemptions from the valuation and minority shareholder

approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market

value of the shares for debt transaction with the forgoing insiders does not exceed 25% of the market

capitalization of the Company, as determined in accordance with MI 61- 101. The Company did not file a

material change report in res pect of the related party transaction at least 21 days before the closing of the

debt settlement, which the Company deems reasonable in the circumstances as the Company wishes to

improve its financial position by reducing its existing liabilities.

On behalf of the Company,

Francisco Gulisano

236-266-5174

Chief Executive Officer

About BGX

BGX – Black Gold Exploration Corp. (CSE: BGX) (FRE: BLGX) is an oil and gas exploration company

dedicated to creating shareholder value through the acquisition, exploration and development of oil and

gas projects. BGX currently has assets in Argentina and the United States. For more information visit:

https://www.bgxcorp.com.

Forward-Looking Statements

This news release contains certain forward-looking statements. The use of the word “expected”, “projected”,

“pursuing”, “plans” and similar expressions are intended to identify forward- looking statements. Forward-

looking statements in this news release inc lude statements regarding the Consolidation and the timing and

consequences thereof. The forward -looking statements are made as at the date hereof and the Company

disclaims any intent or obligation to publicly update any forward-looking statements, where because of new

information, future events or results, or otherwise, except as required by applicable securities laws.

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.

← Back to feed