Gold Road International: Contemplated private placement and subsequent listing on Euronext Growth Oslo

23 Jun 2026 08:08 CEST

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23 June 2026: Gold Road International p.l.c. ("Gold Road" or the "Company") has
engaged Pareto Securities AS as manager (the "Manager") to advise on and effect
a contemplated private placement with a total transaction size of up to the NOK
equivalent of approx. USD 15.5 million (the "Private Placement") and a
subsequent listing of the Company's shares on Euronext Growth Oslo.

Subject to, among other things, Euronext Oslo Børs' approval of the Company's
listing application, expected to be submitted today, 23 June 2026, and a
successful completion of the Private Placement, the Company's shares are
expected to commence trading on Euronext Growth Oslo on or about 1 July 2026
under the ticker code "GOLDR" (the "Listing").

Gold Road, through its wholly owned subsidiary Gold Road Mining Corporation,
owns and operates a producing gold mine and processing mill in the Oatman
district of Arizona, USA, one of North America's historically significant and
most established gold-producing regions. Incorporated in 2025 and re-domiciled
to Malta in June 2026, the Company holds 100% ownership of its key assets, fully
invested and with no material debt. The Company's portfolio spans the Gold Road
Mine (~746 koz historic production at ~9.8 g/t Au), the Tom Reed Tailings (~1.5
million tons of low-risk reprocessing feed providing near-term cash flow), and
the TRUE Vein system (district-scale high-grade growth optionality), all
processed through the only dedicated, integrated, high-recovery processing mill
in Arizona.

Gold Road investment highlights:

– Restarted gold producer with existing infrastructure: fully equipped and
operating underground gold mine and processing plant in Arizona, USA, restarted
in 2025, with production ramp-up driven by increasing throughput and improving
grade mix, and no material debt (post-Private Placement and repayment of debt)
and with a transparent capital structure.

– Positive cash flow outlook with modest investment needs: targeting
8,000-10,000 oz annualized gold production by year-end 2026, expected All-In
Sustaining Costs (AISC) of USD 2,400-3,000/oz in H2 2026 supporting solid
margins, and a discretionary and phased capex program targeting rapid,
high-return opportunities.

– Disciplined growth strategy with large optionality: low-risk production from
residual tailings complemented by near-term growth from the established
underground Gold Road Mine and multiple growth opportunities across existing and
new zones and areas.

– Supported by a recent 150-drill-hole program that defined multiple near-term
production targets, and a strategic land consolidation program executed since
2018 securing, for the first time, Gold Road's consolidated ownership of the
main gold-bearing veins in the Oatman district.

– Structural leverage to the gold price: historic operations conducted at
materially lower gold prices, the current price environment supports lower
cut-off grades relative to historic operations, and the Gold Road group's cost
structure provides direct operational leverage to gold price movement.

Svein Harald Øygard, Executive Chairman of Gold Road, comments: "Gold Road
offers a rare blend as it has a fully operational mill and mine, ongoing
production that yields a positive cash flow and numerous growth targets within
and adjacent to the Gold Road Mine. Furthermore, the Company has defined
multiple growth projects in the vicinity of the mill and will pursue
opportunities left behind when mining of nearby bonanza-grade structures ceased
a century ago. Sizeable investments have been made the last years to drill up
some of the main structures, consolidate the land rights and to upgrade and
expand the mill, still succeeding in establishing a structure with no material
interest-bearing debt post-IPO."

The Private Placement

The Private Placement will comprise an offering of new shares in the Company
("New Shares") to raise gross proceeds to the Company of the NOK equivalent of
approx. USD 12 million, and the sale of existing shares in the Company for the
NOK equivalent of approx. USD 2 million (the "Sale Shares") by Melikof Karaian
(the "Selling Shareholder"). The offer price per share is fixed at NOK 10.00
(the "Offer Price"). The Offer Price represents a pre-money equity value of the
Company of approx. NOK 450 million / USD 47 million based on the Company's
issued shares and the Offer Price.

The gross proceeds to the Company from the Private Placement (through the
offering of the New Shares as well as potentially through the Greenshoe Option
(as defined below)) will be used for: (i) mine equipment (~USD 2 million), (ii)
growth capex for Gold Road Mine and TRUE Vein (~USD 4 million), (iii) buy-back
of 1.5% net smelter return royalty from PPG Arizona Holdings Acquisition, LP
(~USD 1.25 million), (iv) repayment of all interest-bearing debt (i.e.
shareholder loans) (~USD 2.5 million), (v) transaction costs (~USD 1 million),
and (vi) cash buffer / working capital (~USD 1.25 – 2.75 million).

The Selling Shareholder has entered into a share sale agreement with the Company
and the Manager for the offering of the Sale Shares in the Private Placement
(the "Share Sale Agreement"). The Selling Shareholder, currently holding
4,208,000 shares in the Company (equal to 9.28% of the current shares
outstanding), will retain more than half of the shares the Selling Shareholder
currently holds in the Company following the Private Placement.

In addition to the New Shares and the Sale Shares, the Manager may elect to
over-allot additional shares in the Company at the Offer Price, representing up
to approx. 10.71% of the sum of the New Shares and the Sale Shares allocated in
the Private Placement, which is equal to the NOK equivalent of approx. USD 1.5
million (the "Additional Shares", and together with the New Shares and the Sale
Shares, the "Offer Shares"), implying a total transaction size of up to the NOK
equivalent of approx. USD 15.5 million, if over-allotment of Additional Shares
is made in full (the "Offer Size").

The over-allotment of the Additional Shares will be facilitated by a share
lending agreement between Svein Harald Øygard, the largest shareholder in the
Company holding 12.32% of the current shares outstanding (the "Share Lender"),
the Company and the Manager (the "Share Lending Agreement"), whereby the
Manager, in its capacity as stabilisation manager (the "Stabilisation Manager"),
will borrow a number of shares in the Company, from the Share Lender, equal to
the Additional Shares allocated in the Private Placement. The borrowed
Additional Shares will be redelivered to the Share Lender by the Stabilisation
Manager upon the expiry of a 30-day stabilisation period commencing at the time
of the Listing (the "Stabilisation Period"). The Stabilisation Manager may
engage in stabilisation activities during the Stabilisation Period by buying
shares in the Company on Euronext Growth Oslo, limited upwards to the amount of
borrowed Additional Shares, at prices equal to or lower than (but not above) the
Offer Price in the Private Placement.

The Company has granted the Stabilisation Manager a greenshoe option (the
"Greenshoe Option") which gives the Stabilisation Manager the right to have
issued additional new shares in the Company, limited upwards to the amount of
borrowed Additional Shares, at the Offer Price, to cover the potential short
position resulting from the over-allotment made in the Private Placement, which
has not been covered through share repurchases by the Stabilisation Manager as
part of any stabilisation activities conducted during the Stabilisation Period.
The Greenshoe Option will be exercisable, in whole or in part, by the
Stabilisation Manager, within the Stabilisation Period. No consideration will be
payable by the Stabilisation Manager for the Share Lending Agreement or the
Greenshoe Option. Any net profit generated from stabilisation activities
conducted by the Stabilisation Manager during the Stabilisation Period shall be
for the benefit of the Company. Any exercise of the Greenshoe Option will raise
additional proceeds to the Company.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount in the Private Placement has been set to the
NOK equivalent of EUR 100,000 per investor. The Company may, in consultation
with the Manager, allocate Offer Shares for an amount below the NOK equivalent
of EUR 100,000 to the extent exemptions from prospectus requirements are
available pursuant to applicable regulations, including Regulation (EU)
2017/1129 and ancillary regulations as well as the UK Public Offers and
Admissions to Trading Regulation. Further selling restrictions and transaction
terms will apply.

Pre-commitments and indications

The Manager has received pre-commitments and indications from certain existing
shareholders in the Company and new investors, which in aggregate cover the
entire Offer Size at the Offer Price in the Private Placement.

The following existing shareholders in the Company (the "Pre-Committing
Shareholders") have collectively pre-committed to subscribe for Offer Shares at
the Offer Price in the Private Placement, for the NOK equivalent of approx. USD
10.5 million (which may be scaled back to their respective pro-rata portions of
the New Shares and Additional Shares in the Private Placement based on their
respective existing shareholdings in the Company):

– Svein Harald Øygard (executive chairman) with the NOK equivalent of ~USD 1.65
million,
– Songa Capital AS with the NOK equivalent of ~USD 4.15 million,
– Ivo Bozon (board member) with the NOK equivalent of ~USD 1.90 million, and
– Endre Røsjø with the NOK equivalent of ~USD 2.80 million.

In addition, certain other existing shareholders in the Company and new
investors have collectively indicated that they will subscribe for Offer Shares
at the Offer Price in the Private Placement for more than the NOK equivalent of
approx. USD 5 million.

Timeline and application period

The application period in the Private Placement will commence today, 23 June
2026 at 09:00 CEST and close on 25 June 2026 at 16:30 CEST (the "Application
Period"). The Company may, in consultation with the Manager, extend or shorten
the Application Period at any time and for any reason on short notice. If the
Application Period is shortened or extended, the other dates referred to herein
might be changed accordingly.

Allocation and settlement

The allocation of Offer Shares will be concluded by the Company's board of
directors (the "Board") in consultation with the Manager. The Board will focus
on criteria such as (but not limited to) pre-commitments, indications, current
ownership in the Company, timeliness of application, relative subscription size,
sector knowledge, perceived investor quality and investment horizon. The Board
may, in consultation with the Manager, reject and/or reduce any subscriptions,
in whole or in part.

Notification of allocation is expected to be sent to the applicants by the
Manager on or about 26 June 2026.

The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (DVP) basis on or about 1 July 2026, following
satisfaction of the Conditions (as defined below). The DVP settlement structure
will be facilitated by (i) a pre-payment agreement between the Company and the
Manager for the New Shares, (ii) the Share Sale Agreement for the Sale Shares,
and (iii) the Share Lending Agreement for the Additional Shares.

Lock-up

The Company, the Company's Board and executive management, the Pre-Committing
Shareholders, and selected larger existing shareholders have entered into
lock-up arrangements with the Manager in connection with the Private Placement
(the "Lock-Up Agreements"), that will restrict, subject to certain exemptions,
their ability to issue, sell or dispose of any shares in the Company, as
applicable.

The Company has entered into a lock-up arrangement for a period of 6 months,
subject to customary exemptions including new shares issued in connection with
(i) the Private Placement, (ii) the Greenshoe Option, (iii) the Company's share
option program towards the Board, executive management, key employees and key
existing shareholders, or (iv) the potential financing of future M&A
transactions.

The other applicable lock-up periods are as follows: (i) the Company's Board and
executive management and Chancery Asset Management Pte Ltd: 6 months; (ii) the
Pre-Committing Shareholders: 6 months; and (iii) the Selling Shareholder and
Charles Chebry: 4 months.

The Lock-Up Agreements cover all of the top 7 largest existing shareholders in
the Company, representing approx. 57.6% of the Company's pre-money issued
shares.

Conditions for completion of the Private Placement

Completion of the Private Placement is subject to: (i) all corporate resolutions
of the Company required to implement the Private Placement and the Listing being
validly made, (ii) the New Shares being validly issued and registered in the
Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"),
(iii) the Share Sale Agreement, the Share Lending Agreement, the Greenshoe
Option, the Lock-Up Agreements and the pre-payment agreement between the Company
and the Manager remaining in full force and effect, and (iv) Euronext Oslo Børs
approving the Company's application for Listing and the satisfaction by the
Company of any conditions for Listing set by Euronext Oslo Børs (collectively,
the "Conditions”). There can be no assurance that these Conditions will be
satisfied. If the Conditions are not satisfied, the Private Placement may be
revoked or suspended, and the Listing may not take place.

The Company, in consultation with the Manager, reserves the right to cancel the
Private Placement at any time and for any reason prior to the notification of
allocation. Neither the Company nor the Manager will be liable for any losses
incurred by applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.

Retail tranche

The Company will, as part of the total Offer Size in the Private Placement,
carve out a tranche dedicated to retail investors (the “Retail Tranche”). The
size of the Retail Tranche will be up to the NOK equivalent of EUR 999,999. The
Retail Tranche will be directed towards investors with access to a VPS account
and in accordance with available prospectus exemptions in applicable regulations
in Norway and Sweden. The Retail Tranche will have a minimum subscription and
allocation of NOK 5,500 and a maximum subscription of NOK 1,000,000. The Retail
Tranche will be allocated on a pro-rata basis based on the demand from each
applicant in the Retail Tranche. The Board reserves the right to set a maximum
allocation per applicant in the Retail Tranche. Applicants being allocated Offer
Shares in the Retail Tranche will (i) be notified of their allocation on or
about 26 June 2026, (ii) be asked to have sufficient funding on their respective
bank accounts on or about 29 June 2026, (iii) have their respective bank
accounts automatically debited on or about 30 June 2026, and (iv) have their
Offer Shares delivered to their respective VPS accounts on or about 1 July 2026.

More information about the Retail Tranche may be found on the Manager's website:
www.paretosec.com/transactions.

Advisors

Pareto Securities AS is acting as sole manager in the Private Placement and as
Euronext Growth Advisor to the Company in connection with the Listing.

Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company
and Ganado Advocates is acting as Maltese legal counsel to the Company.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Manager.

For more information, please contact:

CEO Nils P. Skaset
Telephone: +47 951 88 154
Email: nils.skaset@goldroadplc.com

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.

These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned herein will be made solely
to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the
Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

In any EEA member state, this communication is only addressed to and is only
directed at qualified investors in that member state within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors (as defined in the Public Offers and Admissions
to Trading Regulations 2024) who are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this communication relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

This communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company and
listing of securities. Forward-looking statements are statements that are not
historical facts and may be identified by words such as "believe", "expect",
"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",
"should" and similar expressions, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors include, but are not limited to, the
possibility that the Company will determine not to, or be unable to, issue any
equity securities or list its securities on a particular stock market, and could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. The Company does not
make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors. Accordingly, you should
not unduly rely on these forward-looking statements, which speak only as of the
date of this communication.

The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Manager and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise.

The Manager is acting exclusively for the Company and no one else in connection
with the Private Placement and the Listing and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the contents of this
announcement or any of the matters referred to herein. Neither the Manager nor
any of its respective affiliates makes any representation as to the accuracy or
completeness of this announcement and none of them accepts any responsibility
for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

The Private Placement may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Private Placement will
proceed and that the Listing will occur.

Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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