Press Releae Announcing Amended Terms of Private Placement and Engagement of Momentum Public Relations Inc.

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NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Nation Gold Announces Amended Terms of Private Placement and

Engagement of Momentum Public Relations Inc.

Vancouver, Canada – February 20, 2026 – Nation Gold Corp. (NATN: CSE) (the “Company” or “Nation”)

announces that it has amended the terms of the non-brokered private placement of the Company (the “Private

Placement”) initially disclosed in the Company’s press release dated February 4, 2026. The Private Placement will

now consist in the issuance of up to 7,500,000 units (each, a “Unit”) at a purchase price of $0.20 per Unit for gross

proceeds to the Company of up to $1,500,000. Each Unit will consist of one common share of the Company and

one-half of one common share purchase warrant (each whole warrant , a “ Warrant”). Each Warrant will be

exercisable by the holder thereof to purchase one common share of the Company at an exercise price of $0.25 for

a period of 24 months after the date of issuance of the Warrant.

The Company has the option to increase the size of the Private Placement at its sole discretion by offering up to an

additional 300,000 Units for total gross proceeds to the Company of up to $1,560,000.

The Company may engage arm’s length finders to assist with locating purchasers for the Private Placement. As

consideration for the services provided by the finders, the Company may pay cash finder’s fees equal to up to 8%

of the gross proceeds raised from purchasers located by the finders, and finder warrants equal to up to 8% of the

number of Units issued to purchasers located by the finders.

The Company intends to use the proceeds of the Private Placement for general working capital purposes. The

Company anticipates closing the Private Placement on or around March 13, 2026.

The Private Placement is subject to the policies of the Canadian Securities Exchange (the “ Exchange”). The

securities issued pursuant to the Private Placement will subject to a four -month hold period in accordance with

applicable securities laws and the rules of the Exchange.

Engagement of Momentum Public Relations Inc.

The Company also announces that it has entered into a consultancy agreement dated February 19, 2026 pursuant to

which the Company has engaged Momentum Public Relations Inc. (“ Momentum”) to provide strategic business

development and investor relations services to the Company commencing on February 19, 2026 and continuing for

a period of six months . The services to be provided by Momentum shall include presenting publicly disclosed

Company information to Momentum’s networks, communicating with and introducing the Company to investors

and other capital markets participants, and facilitating awareness of the Company within investment communities.

In consideration for the services to be provided by Momentum, the Company will pay Momentum a fee of $12,500

plus applicable taxes each month during the term and 400,000 stock options (each, a “Stock Option”) to be granted

within 15 days of the later of the Company completing its acquisition of the Bonito project and the completion of

the Private Placement, as may be amended from time-to-time.

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Each Stock Option will be exercisable for one common share of the Company at an exercise price to be determined

by the board of directors of the Company at the time of grant and in accordance with the policies of the Canadian

Securities Exchange and at an exercise period to be determined. The Stock Options will vest in the amount of 50%

on the date that is three months after the date of grant, and the remaining 50% shall vest on the date that is six

months after the date of grant, subject to Momentum continuing to provide services to the Company on such vesting

dates.

The principal of Momentum is Maxence Gagné-Godbout of Suite 109 – 137 St.-Pierre Street, Montreal, QC, H2Y

3T5, Email: [email protected], Telephone: 450-332-6939. Momentum and Maxence Gagné-Godbout are

arm’s length parties to the Company.

The securities described herein have not been, and will not be, registered under the United States Securities Act of

1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or

sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and

applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute

an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Nation Gold Corp.

Nation Gold Corp. is an exploration company based in Vancouver, BC . The Company recently announced a

definitive agreement to acquire a 100% interest in the Bonito Project in the Nogal -Bonito Mining District of New

Mexico, USA. The Bonito Project was formerly in production in the late 1800s and has seen limited modern

exploration, most recently in the 1980s and 1990s by Pioneer Metals and Placer Dome. The Company is led by a

team of mining, exploration and capital markets professionals focused on acquiring potential multi-million-ounce

precious metals deposits in Tier 1 mining jurisdictions. The Company also has a 100% interest in the Cattle Creek

Project located near Vernon, BC . For further inf ormation, please visit the Company’s website at

www.nationgold.ca.

On behalf of the Board of Directors of the Company

Mark Bailey, CEO & Director

Contact Information - For more information, please contact:

Mark Bailey, CEO & Director

Tel: (360) 319-4668

Email: [email protected]

Darren Tindale, CFO, Corporate Secretary

Email: [email protected]

Cautionary Note Regarding Forward Looking Statements

This news release contains certain forward -looking statements . Generally forward -looking statements can be

identified by the use of terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”,

“estimate”, “forecast”, “plan”, “potential” and similar expressions. Forward-looking statements contained in this

press release may include, but are not limited to, statements regarding the terms and size of the Private Placement;

the use of proceeds for the Private Placement; the anticipated closi ng date of the Private Placement; the payment

of finder’s fees in connection with the Private Placement; the services to be provided by Momentum, the

compensation to be granted to Momentum and the completion of the Company’s acquisition of the Bonito property

and Private Placement.

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These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results

contemplated by the forward -looking statements. Factors that could cause actual results to differ materially from

those in forward-looking statements include but are not limited to, the Company does not complete all or any part

of the Private Placement or the acquisition of the Bonito Project; the Company does not receive requisite regulatory

approval; risks inherent in exploration activities; the impact of exploration competition; unexpected geological or

hydrological conditions; changes in government regulations and policies, including trade laws and policies; failure

to obtain necessary permits and approvals from government authorities; volatility and sensitivity to market prices;

volatility and sensitivity to capital market fluctuations; the ability to raise funds through financings; environmental

and safety risks including increased regulatory burdens; weather and other natural phenomena ; and other

exploration, development, operating, financial market and regulatory risks; and general economic conditions.

Accordingly, the actual events may differ martially from those projected in the forward -looking statements. When

relying on forward -looking statements to make decisions, investors and others should carefully consider the

foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements.

The forward -looking statements contained in this press r elease are made as of the date hereof or the dates

specifically referenced in this press release, where applicable. The Company does not undertake to update any

forward looking statements, oral or written, made by itself or on its behalf, unless otherwise required pursuant to

applicable laws.