Upside GOLD Provides Update ON Use of Proceeds
UPSIDEGOLD CORP
UPSIDE GOLD PROVIDES UPDATE ON USE OF PROCEEDS
Calgary, Alberta – February 21, 2026 – Upside Gold Corp. (“Upside” or the “Corporation”) (CSE:
UG) (FSE:47I), at the request of the Canadian Securities Exchange, would like to provide an
updated Use of Funds summary after completion of its oversubscribed non-brokered private
placement for gross proceeds of $800,000 on January 26, 2026 (the “Financing”).
Within its prospectus dated December 19, 2025 (the “Prospectus”), the Corporation estimated
total use of funds of $900,000 as reproduced in the ‘Original’ column of the table below. As a
result of completing the Financing, the Corporation has updated its total use of funds estimate
to $1.7 million, indicated in the ‘Updated” column in the table below.
In summary, the Corporation intends to allocate proceeds from the financing to investor
awareness and market making ($480,000), exploration ($123,000), a US listing on the OTC
Markets ($38,000) and working capital ($159,000) as follows:
Description Notes Original Updated
Available funds - November 30, 2025
$900,000
$900,000
Private placement - January 26, 2026 1 $800,000
Total funds available $900,000 $1,700,000
Use of Available Funds:
Legal and other costs associated with the filing of
Prospectus and CSE listing application
$20,000
$20,000
Work program for 2025 & 2026 exploration of the Kena
Gold-Copper Property
2,3,4
$261,800
$385,000
Other exploration expenses $150,200 $150,000
General and Administrative Expenses 5 $442,000 $960,000
General working capital 6 $26,000 $185,000
Total use of funds $900,000 $1,700,000
Notes:
(1) On January 26, 2026, the Corporation completed the Financing of 2,000,000 common shares of the
Corporation (“Common Shares”) at a price of $0.40 per Common Share for gross proceeds of $800,000. In
connection with the Financing, the Corporation paid finders fees of $30,450 cash and 76,125 non -
transferable finder’s warrants. Each finder’s warrant will entitle the holder to acquire one Common Share at
a price of $0.40 for a period of twelve months from issuance.
(2) Original estimate per the Corporation’s December 19, 2025 Prospectus - “Kena Gold-Copper Property –
Recommendations - Project”
(3) The Corporation has fully completed its proposed $443,000 “Kena Gold-Copper Property –
Recommendations - Project” work program. The amount of $261,000 was what was remaining to be spent on
the work program as of November 30, 2025. See the Prospectus dated December 19, 2025.
(4) As a result of the availability of proceeds from the Financing, the Corporation intends to increase the extent
of its work program planned for the summer 2026 and incur additional exploration costs of $123,200.
(5) As a result of the availability of proceeds from the Financing, the Corporation intends to increase spending
on investor awareness programs and has signed short-term agreements three companies to provide market
making and investor awareness programs for an estimated incremental cost of $480,000. In addition, the
Corporation has initiated a listing on the OTC Markets US exchange for an estimated additional cost of
$38,000.
UPSIDEGOLD CORP
(6) The Corporation plans to utilize unallocated working capital for: (i) follow up exploration work if warranted
based on results from its planned exploration programs; (ii) the identification, acquisition and advancement
of potential new mineral project opportunities; and (iii) a cash reserve for the Corporation. As a result of the
availability of proceeds from the Financing, the Corporation intends to allocate an additional $159,000 to
working capital.
The Corporation has elected to allocate a significant portion of its financial resources to investor
awareness initiatives in Europe, as a substantial number of participants in the recent private
placement are based in Germany and elsewhere in the region. Following its Frankfurt listing, the
Corporation believes it is appropriate to support shareholder communication, market awareness
and liquidity in those jurisdictions in connection with its dual listings.
On behalf of Upside Gold Corp.
Sophy Cesar
CEO and Director
www.upsidegoldcorp.com
About Upside Gold Corp.
Upside Gold Corp. is a Canadian gold-copper exploration company that has entered into
an option agreement to acquire a 100% interest in the Kena Gold-Copper Project, located
in southeastern British Columbia, approximately 7 kilometres southwest of Nelson. The
Kena Project consists of 198 mineral claims covering 10,114.8 hectares, together with 11
crown grants covering approximately 92 hectares.
The Corporation is focused on advancing the Kena Gold -Copper Project through
systematic exploration and drilling programs.
The Kena Project hosts a historical gold resource comprising an Indicated Mineral
Resource of 32,146,000 tonnes at an average grade of 0.544 g/t Au for 0.561 million
ounces of gold, and an Inferred Mineral Resource of 177,507,000 tonnes at an average
grade of 0.486 g/t Au for 2.77 million ounces of gold. The historical resource estimate is
disclosed in the technical report entitled “NI 43-101 Resource Estimate for the Kena and
Daylight Properties” prepared by Sue Bird, P .Eng. of Moose Mountain Technical Services,
dated May 3, 2021, and filed on SEDAR on behalf of West Mining Corp.
A Qualified Person, as defined by National Instrument 43-101, has not done su\icient
work to classify the historical estimate as current mineral resources, and Upside Gold
Corp. is not treating the historical estimate as current mineral resources. The historical
estimate is provided for information purposes only and should not be relied upon.
UPSIDEGOLD CORP
Caution Regarding Forward-Looking Information
This news release contains forward-looking information that involves substantial known
and unknown risks and uncertainties, most of which are beyond the control of Upside
Gold. Forward-looking statements include estimates and statements that describe
Upside Gold's future plans, objectives or goals, including words to the e\ect that Upside
Gold or its management expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as "believes" , "anticipates" , "expects" ,
"estimates" , "may" , "could" , "would" , "will" , or "plan" . Since forward-looking statements
are based on assumptions and address future events and conditions, by their very nature
they involve inherent risks and uncertainties. Although these statements are based on
information currently available to Upside Gold, Upside Gold provides no assurance that
actual results will meet management's expectations. Risks, uncertainties and other
factors involved with forward-looking information could cause actual events, results,
performance, prospects and opportunities to di\er materially from those expressed or
implied by such forward-looking information. Forward looking information in this news
release includes, but is not limited to, Upside Gold’s objectives, goals or future plans,
statements, details of the exploration results, potential mineralization, Upside Gold’s
portfolio, treasury, management team and enhanced capital markets profile, the
estimation of mineral resources, exploration and mine development plans, timing of the
commencement of operations and estimates of market conditions.
Factors that could cause actual results to di\er materially from such forward-looking
information include, but are not limited to, failure or inability to complete the Transaction
on the terms as announced or at all, regulatory approval processes, failure to identify
mineral resources, delays in obtaining or failures to obtain required governmental,
regulatory, environmental or other project approvals, political risks, inability to fulfil the
duty to accommodate First Nations and other indigenous peoples, uncertainties relating
to the availability and costs of financing needed in the future, changes in equity markets,
inflation, changes in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital and operating costs varying significantly from estimates
and the other risks involved in the mineral exploration and development industry, and
those risks set out in Upside Gold public documents filed on SEDAR. Although Upside
Gold believes that the assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news release, and no
assurance can be given that such events will occur in the disclosed time frames or at all.
Upside Gold disclaims any intention or obligation to update or revise any forward-looking
UPSIDEGOLD CORP
information, whether as a result of new information, future events or otherwise, other
than as required by law.
Neither the CSE nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this news release.