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Lighthouse Gold Closes Mariwa-Sardine Hill Gold Property Acquisition and Announces Termination of Private Placement

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(TheNewswire)

Lighthouse Gold Inc.

Vancouver, British Columbia – TheNewswire - November 5, 2026 – Lighthouse Gold Inc. (“Lighthouse” or the “Company”) (CSE: LGHT) is pleased to announce that, further to its news releases dated June 15, 2026 and October 20, 2026, it has received acceptance from the Canadian Securities Exchange (the “CSE”) under its previously announced definitive property option purchase agreement (the “Definitive Agreement”) with 1464911 B.C. Ltd. (the “Vendor”), pursuant to which the Company holds the exclusive right to acquire a 100% interest in the Mariwa–Sardine Hill – Lower Cuyuni Gold Property (the “Property”), located within the Oko Gold District in Guyana, South America (the “Acquisition”).

As consideration for the Acquisition, and in addition to the US$100,000 non-refundable deposit previously paid under the letter of intent between the Company and the Vendor, the Company has made a cash payment of US$150,000 to the Vendor, and the Company has issued to the Vendor 35,000,000 common shares of the Company (the “Consideration Shares”) at a deemed price of C$0.185 per share, for an aggregate deemed value of C$6,475,000, representing approximately 15.98% of the issued and outstanding common shares of the Company calculated immediately following the Acquisition. Together with the 20,000 common shares previously held by the Vendor, the Vendor now holds 35,020,000 common shares of the Company, representing approximately 15.99% of the issued and outstanding common shares. In accordance with applicable securities laws and the conditions of the Canadian Securities Exchange for acceptance of the Acquisition, the Consideration Shares are subject to restrictions on resale until the later of: (a) four months and one day from the date of issuance; and (b) ten (10) trading days following the filing of the Company’s financial statements that reflect the acquisition value, not as a subsequent event.

The Property comprises three medium scale mining permits issued under the Mining Act, 1989 (Guyana) covering an aggregate of approximately 3,240 acres in the Cuyuni-Mazaruni region of Guyana. The Property is at an early exploration stage and no mineral resources or mineral reserves have been established on the Property. Each permit was originally granted on November 4, 2015 for a five-year term and has since been renewed by the Guyana Geology and Mines Commission (the “GGMC”) and is currently in good standing. The Company’s right to acquire the Property derives from the Vendor’s option dated July 8, 2026 to acquire the Property from the arm’s length holder of record, and any transfer of the permits on exercise of that option is subject to the approval of the GGMC and/or the Minister of Natural Resources of Guyana.

The consideration for the Acquisition, including the number of Consideration Shares, was determined through arm’s length negotiations between the Company and the Vendor, having regard to the stage of development of the Property and the Company’s remaining obligations under the Definitive Agreement. The clarification of the results and historical work disclosed in the Company’s news release dated November 3, 2026 was required because of an issue with the Company’s previous disclosure regarding the Property, and not because of any issue with the Company’s understanding of the Property. Accordingly, the clarification did not change the Company’s determination of the consideration.

The Acquisition is an arm’s length transaction, and other than the Vendor’s holding of 20,000 common shares of the Company prior to the Acquisition, there is no relationship between the Company or any of its directors, officers or insiders and the Vendor or any of its directors, officers or insiders. Upon issuance of the Consideration Shares, the Vendor became an insider of the Company and the Vendor and its principal will file personal information forms with the CSE.

A copy of the Definitive Agreement will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Termination of Private Placement

The Company also announces that its previously announced private placement, announced on October 22, 2026 and October 23, 2026, has been terminated. No securities were issued, and no proceeds were received, under the private placement.

About Lighthouse Gold

Lighthouse Gold is a Canadian gold exploration company focused on advancing high-potential exploration and mining assets in Guyana.

ON BEHALF OF THE BOARD OF DIRECTORS

Geoff Balderson
Chief Financial Officer & Director

For further information please contact:

Will Rascan
Interim Chief Executive Officer
will@lighthousegold.com
604-602-0001

Forward-Looking Statements

This news release contains or incorporates by reference “forward-looking statements” and “forward-looking information” as defined under applicable Canadian securities legislation. All statements, other than statements of historical fact, which address events, results, outcomes, or developments that the Company expects to occur are, or may be deemed, to be, forward-looking statements. Forward-looking statements are generally, but not always, identified by the use of forward-looking terminology such as "anticipate," "expect," "suggest," "plan," "believe," "intend,", "intention" "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast" and other similar expressions. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including but not limited to risks and uncertainties associated with satisfaction of the conditions of the Definitive Agreement, the making of the remaining payments contemplated by the Definitive Agreement, the maintenance of the Vendor’s underlying option agreement in good standing, receipt of any required approvals of the Guyana Geology and Mines Commission and/or the Minister of Natural Resources, the exercise of the Company's option, and the Company's planned exploration activities on the Property.  Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the need for additional capital by the Company through financings, and the risk that such funds may not be raised; the speculative nature of exploration and the stages of the Company’s properties; the effect of changes in commodity prices; regulatory risks that development of the Company’s material properties will not be acceptable for social, environmental or other reasons, availability of equipment (including drills) and personnel to carry out work programs, that each stage of work will be completed within expected time frames, that current geological models and interpretations prove correct, the results of ongoing work programs may lead to a change of exploration priorities, and the efforts and abilities of the senior management team. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements or information. These and other factors may cause the Company to change its exploration and work programs, not proceed with work programs, or change the timing or order of planned work programs. Additional risk factors and details with respect to risk factors that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this news release are set out in the Company’s latest management discussion and analysis under “Risks and Uncertainties”, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations, and opinions of management as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management’s assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.

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

Copyright (c) 2026 TheNewswire - All rights reserved.

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