DRC Gold Gorp. Granted Option to Acquire Interests in Giro and Nizi Gold Projects
DRC Gold Corp
+44 7496 291 547
CSE: DRC, Frankfurt: 5AT
Suite 1400 - 1199 West Hastings St,
Vancouver BC V6E 3T5
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drcgoldcorp.com
CSE: NEWS RELEASE
24/02/26
DRC GOLD CORP . GRANTED OPTION TO ACQUIRE INTERESTS IN
GIRO AND NIZI GOLD PROJECTS
Vancouver, BC, February 24, 2026: DRC Gold Corp. (CSE: DRC) (Frankfurt: 5AT0) (DRC Gold or the
Company) is pleased to announce that on February 22, 2026 it entered into a binding term sheet
(Binding Term Sheet) with Amani Consulting SARL (Amani Consulting), Giro Goldfields SARL (Giro
Goldfields) and Mabanga Mining SARL (Mabanga) that supersedes and replaces the non-binding
term sheet among the parties, which the Company announced on December 8, 2025, whereby DRC
Gold has been granted an option to acquire up to a 65% indirect interest in the Giro gold project
(Giro Gold Project) and up to a 65% interest in the Nizi gold project (Nizi Gold Project).
Klaus Eckhof, CEO of DRC Gold, stated: “We are very pleased that we now have been granted an option
to acquire majority interests in both the Giro Gold Project and the Nizi Gold Project. Our team has a
wealth of experience exploring mineral concessions in the DRC and we look forward to developing the
potential of these two exciting projects.”
Giro Gold Project:
The Giro Gold Project comprises two exploitation permits, Permis d'Exploitation (PE) 5046 and PE
5049, that cover a surface area of about 497km² and lie within the Kilo Moto Greenstone Belt in the
Haute-Uele Province in the north-east of the Democratic Republic of the Congo (DRC), about 35km
west of the Kibali Mine, a mine which produces more than 600,000 oz gold per annum1. Note that
the information disclosed from the Kibali Mine is not necessarily indicative to the mineralization on
the Giro Gold Project.
The Giro Gold Project consists of two main deposits, the Kebigada and the Douze Match deposits,
which demonstrate a similar style of mineralisation and structural setting as at the Kibali Deposit.
Please refer to the Company’s December 8, 2025 news release for a description and maps of the Giro
Gold Project.
Nizi Gold Project:
The Nizi Gold Project consists of exploitation licence PE 5110, which covers 113km2 and is located in
the Ituri District of the Kilo-Moto Goldfields, some 26.5km NNE of the regional centre of Bunia and
6.5km north of the nearest village of Nizi.
The Nizi Gold Project includes the King Leopold Gold Mine, which is an abandoned underground
gold operation with a focus on up to 7 known major quartz gold veins within a mafic to intermediate
volcanic setting on the faulted contact of a dioritic intrusive. The mine was developed underground
over a strike of some 600m a nd to a depth of approximately 160m to 180m and operated
intermittently for approximately 12 years between 1913 and 1931. Reports indicate that only two of
1 Barrick holds a 45% indirect interest in the Kibali gold mine and Barrick’s attributable production for 2024
totalled 309,000 oz. gold; see: https://www.barrick.com/English/operations/kibali/default.aspx.
DRC Gold Corp News Release
24/02/26
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the known major quartz gold veins have been previously mined. In addition , several other gold
prospects have been identified at the project, including the Baluma Gold Oxide Prospect.
Intermittent and limited exploration of the licence area has been conducted since 1931 by SOKIMO
and international mining company, Ashanti Goldfields Limited, in the form of an aerial geophysics
program of the joint venture licence area. SOKIMO, however, secured return of the area under licence
PE5110. DRC Gold considers the project to be prospective for significant high-grade and low-grade
gold mineralization.
Figure 1: Location of the Nizi Gold Project.
Figure 2: Geology map at Nizi showing extent of known quartz veins and general geology.
DRC Gold Corp News Release
24/02/26
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Binding Term Sheet:
Pursuant to the Binding T erm Sheet, DRC Gold has been granted an option to acquire (a) from Amani
Consulting, a 55% registered and beneficial interest in Giro Goldfields (Initial Giro Interest) and
(b) from Mabanga, a 55% interest in the Nizi Gold Project (Initial Nizi Interest) by (i) issuing a total
of 25 million common shares in the capital of DRC Gold (Shares) to Amani and/or Mabanga or their
nominee(s) upon signing of a formal option agreement (Option Agreement); and (ii) issuing 325
million Shares to Amani and/or Mabanga or their nominee(s) upon approval of the transaction by
DRC Gold’s shareholders. The Company has been advised that Société minière de Kilo Moto
(SOKIMO) holds a 35% interest in Giro Goldfields and a 35% interest in the Nizi Gold Project.
Amani Consulting, Giro Goldfields and Mabanga are all arm’s length to DRC Gold. The parties have
agreed to negotiate in good faith a formal Option Agreement to more fully document the
arrangements, which are the subject of the Binding Term Sheet. The Option Agreement, once fully
signed, will supersede and replace the Binding T erm Sheet. Any Shares issued pursuant to the
exercise of the Option Agreement, as well as any private placement shares that may be issued prior
to the exercise in full or termination of the Option Agreement, may not be voted in favour of this
transaction. Upon the full exercise of the said option via the issuance of the total 350 million Shares,
this transaction will constitute a change of control as defined in CSE Policy 1.3(2) as well as a
Fundamental Change subject to CSE Policy 8, and at that time a trading halt will be initiated. The
trading halt will remain in effect until after the closing of the transaction. The Shares to be issued
pursuant to this transaction will be subject to an escrow agreement as required by the Canadian
Securities Exchange (CSE).
Mabanga previously agreed to lend an aggregate of USD $8 million to SOKIMO (the SOKIMO Loan)
of which USD $5.5 million has already been advanced. At the time that the option is fully exercised,
DRC Gold agrees to assume Mabanga's obligations under the S OKIMO Loan to advance any
additional funds to SOKIMO pursuant to the terms of the SOKIMO Loan provided that Mabanga
assigns, to DRC Gold, all of Mabanga's rights pursuant to the agreement for the SOKIMO Loan.
After DRC Gold has raised a minimum of USD $40 million, DRC Gold agrees to pay USD $5.5 million
to Mabanga in settlement of the monies that Mabanga previously advanced to SOKIMO provided
that Mabanga has assigned, to DRC Gold, all of Mabanga's rights pursuant to the agreement for the
SOKIMO Loan.
Upon the signing of a formal Option Agreement and the issuance of the initial 25,000,000 Shares to
Amani and/or Mabanga, Amani and/or Mabanga will have the right to cause one or two candidates
to be elected or appointed to the DRC Gold board of directors (DRC Gold Board).
If and when (a) DRC Gold's shareholders approve the transaction and (b) DRC Gold issues the balance
of 325,000,000 Shares to Amani and/or Mabanga or their nominee(s) then Amani and Mabanga will
(c) transfer the Initial Giro Interest and the Initial Nizi Interest to DRC Gold or an affiliated entity of
DRC Gold (the Closing) and (d) have the right to cause one (or more) candidates to be elected or
appointed to the DRC Gold Board so that the Amani and/or Mabanga candidates will then constitute
a maximum of three of DRC Gold's five directors.
DRC Gold Corp News Release
24/02/26
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Pursuant to the Option Agreement, Amani will grant DRC Gold an additional option, exercisable for
a one-year period after the Closing, to acquire, from Amani, the remaining 10% interest that Amani
holds in Giro Goldfields by either (a) paying US$30 million to Amani within 12 months of the Closing,
or (b) paying US$50 million to Amani within 24 months of the Closing.
Pursuant to the Option Agreement, Mabanga will grant an additional option, exercisable for a one-
year period after the Closing, to acquire, from Mabanga, an additional 10% registered and beneficial
in the Nizi Project by (a) paying US$30 million to Mabanga and (b) issuing 50 million common shares
in the capital of DRC Gold to Mabanga.
Closing will be subject to certain conditions precedent including satisfactory due diligence by DRC
Gold, Amani Consulting and Mabanga, the parties entering into the Option Agreement, and receipt
of all necessary approvals including board approval, and any shareholder and regulatory approval
required to be obtained by DRC Gold. Each party may terminate this T erm Sheet by notice in writing
delivered at any time up to the signing of the Option Agreement or if DRC Gold does not receive, in
a timely manner, any approval that the CSE may require. Any such termination will not result in any
further obligations by any party.
Okote Gold Project
DRC Gold also announces that the Okote Gold Project in Ethiopia is being put on hold for the
foreseeable future given the uncertain military situation.
QP Statement
Mr. Dylan le Roux (BSc Hons in Earth Science) is an independent consultant of DRC Gold Corp. and
a qualified geologist. Mr. le Roux is a registered Professional Natural Scientist (Geological Science)
with the South African Council for Natural Scientific Professions (SACNASP Reg. No. 155814). Mr. le
Roux is a qualified person (QP) under NI 43-101 and has reviewed and approved the scientific and
technical information contained in this news release.
About DRC Gold Corp.
DRC Gold is a junior exploration company. DRC Gold’s management and directors possess over 50
years of collective industry experience and have been very successful in the areas of exploration,
financing and developing major mines throughout the world, with a focus on Africa.
For further information, please contact Investor Relations:
Sheena Eckhof
Director, Investor Relations
Visit us at www.drcgoldcorp.com
Te l : + 4 4 7 4 9 6 2 9 1 5 4 7
On Behalf of the Board of Directors
Klaus Eckhof
CEO and President
DRC Gold Corp News Release
24/02/26
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Cau$onary Note Regarding Forward-Looking Statements
The information in this news release may include certain information and statements about
management’s view of future events, expectations, plans and prospects that may constitute forward-
looking statements. Forward-looking statements are based upon assumptions that are subject to
significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety
of factors, the actual results, expectations, achievements or performance may differ materially from
those anticipated and indicated by these forward-looking statements. Although DRC Gold Corp.
believes that the expectations reflected in forward-looking statements are reasonable, it can give no
assurances that the expectations of any forward-looking statements will prove to be correct. Except
as required by law, DRC Gold Corp. disclaims any intention and assumes no obligation to update or
revise any forward-looking statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in factors affecting such forward-
looking statements or otherwise.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in
the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Not for distribution to United States newswire services or for dissemination in the United States.