Sale Process

Status of File as of October 22, 2026

On October 22, 2026, PricewaterhouseCoopers Inc., in its capacity as Court-appointed receiver and manager (the "Receiver") of Victoria Gold Corp. (the "Company"), announced that it has entered into a definitive subscription agreement (the "Subscription Agreement") with Gatsuurt Mining Inc. (the “Investor”) and Boroo Pte. Ltd. ("Boroo") pursuant to which the Investor would become the sole shareholder of the Company, which would retain ownership of the Eagle Gold Mine and certain related assets (collectively, the "Eagle Mine Assets"). The transaction is subject to Court approval and the satisfaction of certain closing conditions.

The Receiver intends to seek Court approval of the Subscription Agreement in early December 2026, with closing of the transaction, if approved, targeted to occur on or about December 31, 2026.

Background on the Sale Process

The sale process for the Eagle Mine Assets (the "Sale Process") commenced in June 2025 following Court approval, with BMO Capital Markets acting as financial advisor to the Receiver. The Sale Process was conducted in accordance with Court-approved procedures. Following a comprehensive marketing process, Boroo entered into an exclusivity agreement with the Receiver on April 23, 2026. On July 3, 2026, the Receiver, with the consent of the Government of Yukon (“YG”), extended the exclusivity period by an additional 90 days to allow Boroo to complete its due diligence, negotiate the terms of a definitive purchase agreement, and continue discussions with YG and the First Nation of Na-Cho Nyäk Dun (“FNNND”) with respect to certain key agreements that are required conditions of closing.

Key Terms of the Subscription Agreement

The Subscription Agreement contemplates a total purchase price of $140 million (the "Purchase Price"), payable in four milestone-based tranches as follows:

• A deposit of $20 million, payable following Court approval of the transaction. Once the approval order becomes final, the deposit becomes non-refundable;
• $20 million payable upon closing of the transaction, targeted to occur on or about December 31, 2026;
• $50 million payable upon Boroo obtaining the permits necessary to restart mining operations at the Eagle Gold Mine (the "Restart Permits"); and
• $50 million payable upon Boroo achieving commercial production at the Eagle Gold Mine.

On closing of the transaction, Boroo will be providing YG with interim reclamation security of approximately $104 million, in accordance with the applicable legislation.  Any future security requirement will be assessed in accordance with the terms of any permits that are issued at that time.

If the transaction is approved by the Court, it will be implemented by way of an Approval and Reverse Vesting Order. Further details regarding the transaction structure will be set out in the Court materials to be filed in connection with the approval hearing, which will be published on this website in advance of the hearing.

Government of Yukon Lending Facility

To date, YG has advanced $185 million to the Receiver under a $220 million lending facility established in connection with the receivership proceedings (the "Receivership Credit Agreement"). Of the amounts advanced, approximately $105 million was sourced from surety bonds held by YG under Victoria Gold's mining licenses, with the balance funded directly by YG.

If all the above-noted milestones are met, and the related payments are received, YG will be repaid the full amount advanced directly by it under the Receivership Credit Agreement, plus interest.

If Restart Permits are not issued within the timeframe contemplated by the Subscription Agreement, Boroo will be entitled to receive a reimbursement of up to $55 million (the "Exit Payment"), provided that Boroo is able to demonstrate that it used reasonable commercial efforts to obtain the Restart Permits. In such circumstances, the Exit Payment would be funded from the remaining availability under the Receivership Credit Agreement and other funds of the receivership estate.

The Receiver does not intend to make any distributions to creditors of the receivership estate, including YG in its capacity as Receivership Lender, until all consideration contemplated by the Subscription Agreement has been received by the Receiver, that is, until after the commercial production milestone has been met and the final associated tranche of the Purchase Price has been paid to the Receiver. The Receiver will seek Court approval prior to making any distributions to creditors.

Continuing Obligations of the Receiver

The Receiver will continue to oversee the environmental and maintenance activities at the Eagle Gold Mine in accordance with the Receivership Order until Court approval is obtained and the transaction closes. Following closing of the proposed transaction, the Receiver will remain in a limited capacity until all conditions of the Subscription Agreement have been satisfied but will no longer have care and control of the Eagle Gold Mine, which will transfer to Boroo.

Status of File as of July 27, 2026

On July 3, 2026, the Receiver, with consent from YG, confirmed that the Exclusivity Period set to expire on July 22, 2026 would be extended by an additional 90 days, in order for Boroo to continue to further its due diligence, including negotiating the terms of a potential definitive purchase agreement, and continuing discussions with the Yukon Government and the First Nation of Na-Cho Nyäk Dun with respect to the key agreements that are required for the transaction to proceed.

Status of File as of April 23, 2026

The sale process for the Eagle Gold Mine began in June 2025. After completing the first phase in September 2025, the Receiver selected a shortlist of qualified buyers to move into a more intensive second phase, which included additional due diligence and a site visit to the mine in Yukon. Those qualified buyers were then asked to submit updated proposals in early December 2025.

After reviewing those proposals, the Receiver, on the advice of its financial advisor, invited certain qualified buyers to meet with the Government of Yukon (in its role as regulator) and non-technical representatives of the First Nation of Na-Cho Nyäk Dun. The purpose of these meetings, held in person in early February 2026, was for each buyer to present their preliminary plans for acquiring the mine and restarting operations.

Following those presentations and further discussions, on April 23, 2026, the Receiver, with input from its financial advisor and the consent of the Yukon Government, entered into an exclusivity agreement with Boroo Pte Ltd, a Singapore-based private mining company that operates, develops, and acquires mining assets around the world, and is recognized as a specialist in operational turnarounds and responsible mine development. Under this agreement, Boroo is now the sole party negotiating a potential purchase of the Eagle Gold Mine and related assets.

The exclusivity period runs for an initial 90 days. During this time, Boroo will:

• Complete further due diligence at the mine site;
• Negotiate the terms of a potential definitive purchase agreement with the Receiver; and
• Begin early discussions with the Yukon Government and the First Nation of Na-Cho Nyäk Dun about the key agreements that would need to be in place for the transaction to proceed and for mining operations to restart.

It is important to note that no agreements have yet been reached with the Yukon Government or the First Nation of Na-Cho Nyäk Dun. The exclusivity period is intended to be used to advance those conversations.

Boroo can request a single extension of up to an additional 90 days (for a maximum of 180 days total), provided it gives written notice at least 30 days before the initial period expires and meets the conditions set out in the agreement.

Next steps

The due diligence work during this period will be essential to shaping the key supporting agreements, including a comprehensive plan for restarting mine operations. If, before the exclusivity period ends, the parties reach agreement on the terms of a formal purchase agreement and the main elements of those supporting agreements, the Receiver will ask the Court to approve signing the purchase agreement. If the Court approves, there will then be a closing period during which the parties work to satisfy all remaining conditions, including finalizing the supporting agreements and obtaining a Court order formally transferring the assets.

The Receiver will continue to update the Court and stakeholders as the process moves forward.

Status of File as of June 25, 2025

On June 25, 2025, the Court issued an order (the “Sale Process Approval Order”) which, among other things,

a.  approved the engagement of BMO Nesbitt Burns Inc. as the Receiver’s financial advisor to assist in the development and implementation of the Sale Process (the “Financial Advisor”);

b.  granted a charge (the “Financial Advisor Charge”) on the Property in favour of the Financial Advisor as security for the amounts payable under the Financial Advisor Agreement, which charge shall rank subordinate to the Receiver’s Charge and senior to the Receiver’s Borrowings Charge;

c.  approved the sale process (the “Sale Process”), in the form attached as Schedule “A” to the Sale Process Approval Order, in respect of the Eagle Gold Mine located in Dublin Gulch, Yukon, Canada in the Traditional Territory of the First Nation of Na-Cho Nyäk Dun and certain related Property set out in Appendix “B” attached to the Sale Process (collectively, the “Eagle Mine Assets”); and

d.  authorized the Receiver and the Financial Advisor to implement the Sale Process.

Any terms not defined on this page have meanings ascribed to them in the Sale Process Approval Order, the Sale Process or the Receiver’s Fifth Report to the Court, dated June 16, 2025 (the “Fifth Report”).

The purpose of the Sale Process is to seek and implement proposals for a sale transaction in respect of the Eagle Mine Assets that maximizes the value (monetary or otherwise) for the benefit of creditors and other stakeholders.

The Sale Process is designed to be a broad and flexible two-phase process for the sale of:

a.  all the shares of the Company, to be implemented pursuant to a Share Sale contemplated by a Share Purchase Agreement; or

b.  all or substantially all of the Eagle Mine Assets pursuant to an Asset Sale contemplated by an Asset Purchase Agreement.

The Eagle Mine Assets do not include those assets set out in Appendix “C” attached to the Sale Process (collectively, the “Excluded Assets”). The Excluded Assets will be addressed through the Specified Assets AVO, or the Receiver’s standing authority under the Second A&R Receivership Order to market any or all of the Property. Alternatively, if determined necessary or appropriate, the Receiver will seek approval of the Court in connection with the monetization of certain of the Excluded Assets.

The Sale Process will be conducted by the Financial Advisor on behalf of, and under the supervision of, the Receiver, in the manner set forth in the Sale Process. For the avoidance of doubt, the Financial Advisor shall have no authority or ability to bind the Receiver, and all decisions contemplated to be made in the Sale Process shall be made by the Receiver.

The following table sets out a summary of the key stages and milestones (each, a “Milestone”) under the Sale Process:

Any of the Milestones may be extended by the Receiver if it considers it appropriate to do so, after consultation with the Financial Advisor and subject to obtaining the consent of the Receivership Lender. Any extensions to the Milestones will be communicated to all known Bidders at the relevant time and such extensions shall be posted on this page.

Any questions or inquiries in respect of the Sale Process or any of the Milestones should be directed to BorealSaleProcess@bmo.com.

Copies of the Sale Process Approval Order, the Sale Process, the Receiver’s Fifth Report to the Court with the Receiver’s view of the Sale Process are available at the bottom of this page.

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