Gamma Announces $2.1 Million LIFE Private Placement Offering

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / July 20, 2026 / Gamma Resources Ltd. (TSXV:GAMA)(OTCQB:GAMXF)(FRA:MRDN) (the "Company") is pleased to announce a non-brokered private placement consisting of a LIFE Financing and a Concurrent Financing (together, the "Offering") as described below.

LIFE Financing

The Company intends to issue up to 21,000,000 units (the "LIFE Units") under the Listed Issuer Financing Exemption ("LIFE") pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended and supplemented by applicable blanket orders, at a price of $0.10 per LIFE Unit for gross proceeds of up to approximately $2,100,000 (the "LIFE Financing"). Each LIFE Unit will consist of: (i) one common share of the Company (a "Common Share"); and (ii) one-half of one common share purchase warrant (each whole warrant, a "LIFE Warrant"), with each LIFE Warrant entitling the holder to acquire one Common Share at a price of $0.15 for a period of 36 months from the date of issuance, provided that the LIFE Warrants will not be exercisable until 60 days following the closing date.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the LIFE Units will be offered to purchasers resident in each of the provinces and territories of Canada, except Québec. Securities issued pursuant to the LIFE Financing are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws (subject to TSX Venture Exchange ("TSXV") policies for insiders and certain consultants). There is an offering document related to the LIFE Financing that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.gammaresourcesltd.com/. Prospective investors should read this offering document before making an investment decision.

Concurrent Financing

In addition to the LIFE Financing, the Company intends to complete a concurrent non-brokered private placement (the "Concurrent Financing") consisting of the issuance of up to 7,500,000 units (the "Units") at a price of $0.10 per Unit for gross proceeds of up to approximately $750,000. Each Unit will consist of: (i) one Common Share; and (ii) one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one Common Share at a price of $0.15 for a period of 36 months from the date of issuance. Securities issued under the Concurrent Financing will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws.

The Units may be offered to purchasers resident in Canada pursuant to applicable prospectus exemptions under NI 45-106 and may also be offered in the United States and other jurisdictions on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

Use of proceeds

The Company intends to use the net proceeds from the Offering to continue exploration on their Mesa Arc (New Mexico) and Green River (Utah) properties as well as for general working capital and corporate purposes. Details of the Company's intended use of proceeds from the Offering are more fully described in the offering document.

Other Matters

Closing of the Offering is subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSXV. The Offering is expected to close on or about August 29, 2026 in one or more tranches. The Company will not close a tranche of the LIFE Financing unless the aggregate gross proceeds raised under the LIFE Financing, together with the gross proceeds raised under the Concurrent Financing (including any tranches of the Concurrent Financing that have closed prior to such tranche of the LIFE Financing), equal at least $1,500,000.

The Company may pay finder's fees to eligible finders in connection with the Offering, subject to compliance with applicable securities laws and TSXV policies. Such finder's fees may consist of: (i) a cash fee equal to up to 7.0 per cent of the gross proceeds of the Offering from investors introduced to the Company by a finder; and (ii) non-transferable finder's warrants ("Finder's Warrants") equal to up to 7.0 per cent of the aggregate number of LIFE Units and Units issued to those investors. Each Finder's Warrant will entitle the holder to purchase one Common Share at a price of $0.10 per Common Share for a 24-month period from the date of issuance. The Finder's Warrants will have a four-month-and-one-day hold period after the closing date.

It is anticipated that insiders of the Company may participate in the Concurrent Financing. Any Units issued to insiders will be subject to a four-month-and-one-day hold period pursuant to applicable policies of the TSXV. The issuance of Units to any insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In respect of any such insider participation, the Company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a), as the fair market value of such participation, insofar as it involves interested parties, is not expected to exceed 25 per cent of the Company's market capitalization.

The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

About Gamma Resources Ltd.

Gamma Resources Ltd. is a U.S.-focused uranium exploration and development company advancing high-quality assets in the Mountain West region. The Company's portfolio includes the Green River Project in Utah, comprising 1,100 acres near prominent regional producers, and the Mesa Arc Project in New Mexico, a strategic land position now totaling 4,520 acres that includes historic uranium resources in the Chama Basin. Management believes the Company is uniquely positioned to benefit from the unprecedented policy and market tailwinds reshaping the U.S. nuclear landscape, and help meet this demand with responsibly sourced, U.S.-based uranium supply.

Gamma trades on the TSXV (TSXV:GAMA), OTC (OTCQB:GAMXF) and Frankfurt (FRA:MRDN).

For Further Information

Mr. Gabriel Alonso-Mendoza, CEO
Email: gabriel@gammaresourcesltd.com
Tel: (833) 854-6826
www.gammaresourcesltd.com

Cautionary Note Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the expected closing date of the Offering; the anticipated proceeds to be raised under the Offering; the intended use of any proceeds raised under the Offering; the payment of any finder's fees in connection with the Offering; and the receipt of all required regulatory approvals for the Offering, including that of the TSXV.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain required regulatory approvals for the Offering, including TSXV approval; the inability of the Company to raise the anticipated proceeds under the Offering; the inability of the Company to utilize the anticipated proceeds of the Offering as anticipated; and risks related to global financial markets, including the trading price of the Company's Common Shares.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will obtain the required regulatory approvals for the Offering, including TSXV approval; the Company will be able to raise the anticipated proceeds under the Offering and on the timetable anticipated; and the Company will use the proceeds of the Offering as currently anticipated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

SOURCE: Gamma Resources LTD

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