Vancouver, British Columbia--(Newsfile Corp. - December 17, 2025) - Taurus Gold Corp. (CSE: TAUR) ("Taurus" or the "Company") is pleased to announce its intention to complete a non-brokered private placement (the "Offering") of unsecured convertible debentures (each, a "Debenture"). The Company expects to raise aggregate gross proceeds of up to $3,000,000 under the Offering.

The Debentures issued in the Offering will bear interest at a rate of 10% per annum, payable in advance, and mature on the one-year anniversary following the date of issuance (the "Maturity Date"). The Company may from time to time, in its sole discretion, prepay all or a part of the principal amount and accrued interest without penalty.

The outstanding principal amount owed under a Debenture may be converted into units of the Company (each, a "Unit"), each comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant exercisable at a price of $0.10 per Common Share for a period of 36 months from the date of issuance, at a conversion price of $0.10 per Unit (the "Conversion Price") by the holder thereof at any time on or before the Maturity Date. At maturity, the holders of the Debentures may convert the outstanding principal amount, together with any accrued and unpaid interest thereon, into Units at the Conversion Price.

In connection with the Financing, the Company may pay a finder's fee to certain qualified arm's length parties a cash finder's fee equal to 8% of the gross proceeds raised and a number of common shares equal to 12.5% of the number of Units placed by such finder.

The Company intends to use the proceeds from the Offering for technology development, general working capital and, where feasible, enhanced marketing and investor relations activities.

All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws. The Offering is subject to approval by the CSE and the filing of all required documentation. The Company anticipates closing the Offering in one or more tranches following receipt of necessary approvals.

The securities of the Company referred to in this press release 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 state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Taurus Gold Corp.

Taurus Gold is a growth-oriented mineral exploration company with a 51% interest in the Charlotte gold-silver property in the Yukon. The Charlotte Property covers approximately 23 square kilometers and is road accessible within the established Dawson Range mining district. The Company's focus remains on advancing this flagship property through systematic exploration and development.

Cautionary Statement Regarding "Forward-Looking" Information

This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "likely", "probably", "often", or "plan".

Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the size of the Offering, the completion and terms of the Offering, the use of the proceeds from the Offering, the Company's objectives, goals or future plans, statements, the success of the strategic businesses development initiatives, the timing and receipt of regulatory, shareholder and governmental approvals for the transactions described herein and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include future growth potential of the Company, fluctuations in general macroeconomic conditions, fluctuations in securities markets, exploration success, the ability of the Company to successfully achieve its business objectives, the ability of the Company to satisfy stock exchange, shareholder and other regulatory requirements in a timely manner, inability to obtain adequate insurance to cover risks and hazards and general market conditions. Additional factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on http://www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. These statements speak only as of the date of this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278438

Source: Taurus Gold Corp.