South Atlantic Announces C$4M Non-Brokered Private Placement and Debt Settlement

(TheNewswire)

February 13, 2026 – TheNewswire- Vancouver, British Columbia – South AtlanticGold Inc. (TSX-V:SAO) (“South Atlantic” or the “Company”) ispleased to announce a non-brokered private placement offering (the“Offering”) for gross proceeds of up to C$4,000,000.  The Offeringwill consist of up to 80,000,000 common shares of the Company (the“Shares”) at a price of C$0.05 per Share.

The Company may pay finders' fees of 6% cash and6% finders warrants (“FinderWarrant”) on externally sourced funds. EachFinder Warrant will entitle the holder toacquire one additional common share in the capital of the Company at aprice of $0.06 for 24 months from closing.

The proceeds of the Offering will be used to advancethe Company’s Pedra Branca Project in Brazil and for generalcorporate purposes.

Insiders of the Company, including certain directorsare expected to participate in the Offering. Such participation isconsidered a related party transaction within the meaning ofMultilateral Instrument 61-101 – Protection of MinoritySecurity Holders in Special Transactions ("MI 61-101"). The relatedparty transaction will be exempt from minority approval, informationcircular and formal valuation requirements pursuant to the exemptionscontained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neitherthe fair market value of the gross securities to be issued under thePrivate Placement nor the consideration to be paid by the insiderswill exceed 25% of the Company's market capitalization.

The Offering remains subject to the approval of the TSXVenture Exchange (the “Exchange”). The securities issued pursuantto the Offering will be subject to a four-month and one day holdperiod under applicable Canadian securities laws.

In addition, the Company has agreed to settle C$500,000of debt owed in connection with a loan andunsecured promissory note agreement (the “Loan”) with anon-arms length party of the Company(the “Lender”) (see news release of July 31,2025), in consideration for the issuance of10,000,000 Shares at a deemed price of C$0.05 per Share (the“Debt Settlement”). The closing of the Debt Settlement is subject to theapproval from Exchange. The Company expects that the proposed DebtSettlement will assist the Company in preserving its cash for workingcapital and the board of directors of the Company believes the DebtSettlement is in the best interests of the Company. The securities tobe issued pursuant to the Debt Settlement will be subject to a fourmonth and one day statutory hold period from the date ofissuance.

The Lender is a related party of the Company and as aresult, the repayment under the Debt Settlement constitutes a"Related Party Transaction" for the purposes of MI 61-101.The Company is relying upon exemptions from the formal valuation andminority shareholder approval requirements under Sections 5.5(a) and5.7(1) of MI 61-101, respectively, as the fair market value of theRelated Party Transaction, collectively, does not exceed 25% of theCompany's market capitalization, as determined in accordance withMI 61-101.

The Common Shareshave not been, and will not be, registered under the United StatesSecurities Act of 1933, as amended (the “U.S. Securities Act”), orany U.S. state securities laws, and may not be offered or sold in theUnited States, or to or for the account or benefit of a U.S. person ora person in the United States, without registration under the U.S.Securities Act and all applicable U.S. state securities laws, orcompliance with the requirements of applicable exemptions therefrom.This press release shall not constitute an offer to sell or thesolicitation of an offer to buy securities in the Unites States, norshall there be any sale of these securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful.

About South Atlantic Gold

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 NoteRegarding Forward-Looking Information

This news release containsstatements that constitute “forward-looking Information”, as suchterm is used in applicable Canadian securities laws.  Suchforward-looking information involves known and unknown risks,uncertainties and other factors that may cause the Company’s actualresults, performance or achievements, or developments in the industryto differ materially from the anticipated results, performance orachievements expressed or implied by such forward-looking information.Forward-looking information includes statements that are nothistorical facts and are generally, but not always, identified by thewords “expects,” “plans,” “anticipates,” “believes,”“intends,” “estimates,” “projects,” “potential” andsimilar expressions, or that events or conditions “will,”“would,” “may,” “could” or “should” occur.Forward-looking information in this news release includes theCompany’s expectations concerning the completion of the Offering,the timing thereof and the use of proceeds of the Offering and thecompletion of the Debt Settlement.

Although the Company believes theforward-looking information contained in this news release isreasonable based on information available on the date hereof, by itsnature forward-looking information involves assumptions and known andunknown risks, uncertainties and other factors which may cause ouractual results, level of activity, performance or achievements, orother future events, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking information.

Examples of such assumptions, risksand uncertainties include, without limitation, assumptions, risks anduncertainties associated with general economic conditions; adverseindustry events; the receipt of required regulatory approvals and thetiming of such approvals; that the Company maintains goodrelationships with the communities in which it operates or proposes tooperate, future legislative and regulatory developments in the miningsector; the Company’s ability to access sufficient capital frominternal and external sources, and/or inability to access sufficientcapital on favorable terms; mining industry and markets in Canada andgenerally; the ability of the Company to implement its businessstrategies; competition; the risk that any of the assumptions provenot to be valid or reliable, which could result in delays, orcessation in planned work, risks associated with the interpretation ofdata, the geology, grade and continuity of mineral deposits, thepossibility that results will not be consistent with the Company’sexpectations, as well as other assumptions risks and uncertaintiesapplicable to mineral exploration and development activities and tothe Company, including as set forth in the Company’s publicdisclosure documents filed on the SEDAR+ website atwww.sedarplus.ca.

THEFORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTSTHE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASEAND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULDNOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULDNOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANYMAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANYPARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLELAWS.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term isdefined in policies of the TSX VentureExchange)accepts responsibility for the adequacy or accuracy of thisrelease.

NOT FOR DISSEMINATION IN THE UNITEDSTATES OR TO UNITED STATES NEWSWIRE SERVICES

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