Guardian Exploration Announces Completion of Private Placement

(TheNewswire)

Calgary, Alberta – TheNewswire - May 26, 2026 – Guardian Exploration Inc.(TSXV: GX) (OTCQB: GXUSF) (Frankfurt: R6B) (“Guardian” or the“Corporation”) announces that it hascompleted the private placement of units of the Corporation previouslyannounced on April 29, 2026 (the “Offering”).

The Corporation has issued an aggregate of 6,893,000units of the Corporation (“Units”) at a price of $0.25 per Unit foraggregate gross proceeds of $1,723,260.00.  Each Unit consists of onecommon share in the share capital of the Corporation (“Common Share”)issued as a “flow-through share” (within the meaning of subsection66(15) of the Income Tax Act (Canada) (the “Tax Act”) (eacha “Flow-ThroughShare”) and one warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one ordinary(non-flow through) Common Share at a price of $0.40 per Common Sharefor a period of 24 months following the date of issuance of theWarrant.

The Corporation also paid an aggregate $12,950.00 incash commissions and issued an aggregate of 51,800 Warrants to certainpersons who assisted the Corporation in finding subscribers for theOffering.  

Warrants will be subject to an acceleration clause suchthat if the volume weighted average trading price of the Common Shareson the TSX Venture Exchange is at ??least $0.50 per Common Sharefor a period of 20 consecutive trading days, the expiry date of theWarrants may be ?accelerated by the Corporation to a date that isnot less than 30 days after the date that ?notice of suchacceleration is provided to the Warrant holders by way of a pressrelease.

The Common Shares and Warrants are subject to a holdperiod of four months and one day from the date of issuance provided that any Warrants that were issued to finders arenon-transferrable.

Net proceeds of the Offering are expected to be used tofund the exploration and development of the Corporation’s Sundog andEsker gold projects in Nunavut’s Kivalliq Region, and theCorporation’s Mount Cameron silver-lead-zinc property in Yukon’sMayo Mining District.  Although the Corporation intends to use theproceeds of the offering as described above, the actual allocation ofproceeds may vary from the uses set out above, depending upon futureoperations, events or opportunities.

The Corporation has undertaken to incur “Canadianexploration expenses” as defined in subsection 66.1(6) of the TaxAct and “flow through critical mineral mining expenditures” asdefined in subsection 127(9) of the Tax Act (the “Qualifying Expenditures”) and such Qualifying Expenditures will be renounced tothe subscribers of Flow-Through Shares with an effective date of nolater than December 31, 2026 (provided the subscriber is dealing atarms’ length with the Corporation at all relevant times and certainother tax requirements are met), and in an amount equal to theaggregate purchase price of the Flow-Through Shares paid by suchsubscriber under the Offering.

Closing of the Private Placement was subject to theconditional approval from the TSX Venture Exchange, which wasobtained.

About Guardian ExplorationInc.

Guardian Exploration Inc. is a TSXV-listed company(TSXV: GX) (OTCQB: GXUSF) (Frankfurt: R6B) engaged in oil, gas, andmineral exploration and development. Guardian’s assets include theSundog and Esker gold projects in Nunavut’s Kivalliq Region, theMount Cameron Property in Yukon’s Mayo Mining District, and theKaigani claims in Southeast Alaska.

FOR FURTHER INFORMATION PLEASECONTACT:

Graydon Kowal
President & Chief Executive Officer
Tel: (403) 730-6333

Email: gkowal@guardianex.com

Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING INFORMATION:

Forward-looking statements in thisnews release are based on management’s expectations as of the datehereof and relate primarily to the Corporation’s 2026 explorationplans, project evaluation activities, and strategic objectives.

This news release includes certain“forward-looking statements” within the meaning of applicableCanadian securities legislation. Forward-looking statements include,but are not limited to, statements regarding planned or futureexploration activities, potential follow-up programs, the advancementof exploration targets, potential drilling programs, futurepermitting, and the Corporation’s strategic objectives andpriorities.

Forward-looking statements arenecessarily based upon a number of estimates and assumptions that,while considered reasonable at the time they are made, are subject toknown and unknown risks, uncertainties, and other factors that maycause actual results or future events to differ materially from thoseexpressed or implied by such forward-looking statements. These risksand uncertainties include, but are not limited to, exploration anddevelopment risks, results of exploration activities, availability offinancing, receipt of regulatory and stock exchange approvals,permitting timelines, environmental and Indigenous consultationprocesses, operational and logistical challenges, commodity pricefluctuations, and general economic and market conditions.

There can be no assurance thatforward-looking statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated. Accordingly, readers should not place undue reliance onforward-looking statements. The Corporation disclaims any intention orobligation to update or revise any forward-looking statements, whetheras a result of new information, future events, or otherwise, except asrequired by applicable law.

NOT FORDISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATIONIN THE UNITED STATES

Copyright (c) 2026 TheNewswire - All rights reserved.