South Atlantic Gold Announces Loan Agreement

(TheNewswire)

Vancouver, B.C. – July 31, 2025 – TheNewswire - South Atlantic Gold Inc. (“ SouthAtlantic ” or the “ Company ” ) (TSX-V:SAO) , advises it has entered into a loan and unsecured promissorynote agreement (the “ Loan ”) with a non-arms length party (the“ Lender” ) of the Company in the amount of $500,000. Proceeds from the Loan will provide short term workingcapital and funds to continue to develop the Company’s PedraBranca project.  The Loan bears interest at 8% per annum and will mature 24 months fromdate of issue.

The Lender is a related party of the Company and as aresult, the advance and repayment under the Loan constitutes a"Related Party Transaction" for the purposes of MultilateralInstrument 61-101 - Protection of Minority Security Holders in SpecialTransactions ("MI 61-101"). The Company is relying upon anexemption from the formal valuation and minority shareholder approvalrequirements under MI 61-101 in respect of the Related PartyTransactions, in reliance on Sections 5.5(a) and 5.7(1) of MI 61-101,respectively, as the fair market value of the Related PartyTransaction, collectively, does not exceed 25% of the Company's marketcapitalization, as determined in accordance with MI 61-101. TheCompany did not file a material change report related to the Loan morethan 21 days before the expected closing of the Loan as required by MI61-101, as the Company wished to organize the Loan on an expeditedbasis for sound business reasons. No finders’ fees were paid inconnection with the Loan.

About South Atlantic Gold Inc.

South Atlantic is an exploration company engaged inacquiring and advancing mineral properties in the Americas.  Forfurther information, please visit our website at www.southatlanticgold.com .

ON BEHALF OF THE BOARD

Douglas Meirelles, President and CEO

For more information regarding thisnews release, please contact:

Douglas Meirelles, President and CEO

T: 250-762-5777
Email: ir@southatlanticgold.com

Cautionary Note RegardingForward-Looking Information

This news release contains statements that constitute“forward-looking Information”, as such term is used in applicableCanadian securities laws.  Such forward-looking information involvesknown and unknown risks, uncertainties and other factors that maycause the Company’s actual results, performance or achievements, ordevelopments in the industry to differ materially from the anticipatedresults, performance or achievements expressed or implied by suchforward-looking information. Forward-looking information includesstatements that are not historical facts and are generally, but notalways, identified by the words “expects,” “plans,”“anticipates,” “believes,” “intends,” “estimates,”“projects,” “potential” and similar expressions, or thatevents or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-lookinginformation in this news release includes the Company’s expectationswith respect to the advancement of funds and use of Loan proceeds, theCompany’s strategies and the Company’s abilities to execute suchstrategies, the Company’s expectations for the Pedra Branca project,and the Company’s future plans and objectives.

Although the Company believes the forward-lookinginformation contained in this news release is reasonable based oninformation available on the date hereof, by its natureforward-looking information involves assumptions and known and unknownrisks, uncertainties and other factors which may cause our actualresults, level of activity, performance or achievements, or otherfuture events, to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking information.

Examples of such assumptions, risks and uncertaintiesinclude, without limitation, assumptions, risks and uncertaintiesassociated with general economic conditions; adverse industry events;the receipt of required regulatory approvals and the timing of suchapprovals; that the Company maintains good relationships with thecommunities in which it operates or proposes to operate, futurelegislative and regulatory developments in the mining sector; theCompany’s ability to access sufficient capital from internal andexternal sources, and/or inability to access sufficient capital onfavorable terms; mining industry and markets in Canada and generally;the ability of the Company to implement its business strategies;competition; the risk that any of the assumptions prove not to bevalid or reliable, which could result in delays, or cessation inplanned work, risks associated with the interpretation of data, thegeology, grade and continuity of mineral deposits, the possibilitythat results will not be consistent with the Company’s expectations,as well as other assumptions risks and uncertainties applicable tomineral exploration and development activities and to the Company,including as set forth in the Company’s public disclosure documentsfiled on the SEDAR+ website at www.sedarplus.ca.

THE FORWARD-LOOKING INFORMATIONCONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THECOMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, ISSUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUEIMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPONTHIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO,IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULARTIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

Neither TSX VentureExchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange ) accepts responsibilityfor the adequacy or accuracy of this release.

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