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

Vancouver, British Columbia – January 5, 2026 – Borealis Mining Company Limited (TSXV:BOGO) (OTC Pink: BORMF) (FSE: L4B0) (“Borealis” or the “Company”) is pleased to announce that it has  entered into an agreement with Stifel Canada pursuant to which Stifel Canada will act as sole bookrunner,  together with a syndicate of underwriters (collectively, the “Underwriters“), in connection with a “bought  deal” private placement offering of 13,340,000 common shares of the Company (the “Common Shares“)  at a price of C$1.50 per Common Share (the “Issue Price“) for aggregate gross proceeds of C$20,010,000 (the “Offering“), with the Common Shares to be offered and sold pursuant to the Listed Issuer Financing  Exemption (as defined herein). 

The Company has granted the Underwriters an option (the “Underwriters’ Option“) to purchase (or  arrange for substituted purchasers to purchase) up to an additional 2,001,000 Common Shares at the Issue  Price on the same terms and conditions as the Offering. The Underwriters’ Option will be exercisable, in  whole or in part, at any time up until 48 hours prior to the closing of the Offering. 

The net proceeds of the Offering shall be used to advance the Company’s gold projects in Nevada, as well  as for general working capital. 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument  45-106 – Prospectus Exemptions (“NI 45-106“), the Common Shares will be offered for sale to purchasers  resident in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing  exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions  from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing  Exemption“). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the  Common Shares issued pursuant to the Offering will not be subject to a statutory hold period pursuant to  applicable Canadian securities laws. The Common Shares may also be offered in the United States or to,  or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the  registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities  Act“), and in jurisdictions outside of Canada and the United States 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. 

There is an offering document (the “Offering Document“) related to the Offering that can be accessed  under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at  www.BorealisMining.com. Prospective investors should read the Offering Document before making an  investment decision. 

The Offering is expected to close on or about January 15, 2026, and is subject to certain conditions  including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX  Venture Exchange. 

A cash commission equal to 6.0% on the gross proceeds of the Offering and compensation warrants (the  “Compensation Warrants“) equal to 6.0% of the number of Common Shares of the Company sold under  the Offering shall be paid to the Underwriters, subject to the policies of the TSX Venture Exchange and  applicable securities laws. Each Compensation Warrant entitles the holder to acquire a common share of  the company at a price equal to the Issue Price for a period of 24 months from the date of issue thereof. 

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be  any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, 

including any of the securities in the United States. The securities described herein have not been, and will  not be, registered under the U.S. Securities Act or any state securities laws and may not be offered or sold  within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under  the 1933 Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an  exemption from such registration requirements is available. 

About Borealis  

Borealis is a gold mining and exploration company focused on exploration and resumption of production of  the Borealis Mine in Nevada and the advancement of its Sandman project also in Nevada. The Borealis  Mine is a fully permitted mine site, equipped with active heap leach pads, an ADR facility, and all necessary  infrastructure to support a heap leach gold mining operation. In addition to the mine, the property, comprised  of 815 unpatented mining claims of approximately 20 acres each totaling approximately 16,300 acres and  one unpatented mill site claim of about five acres located in western Nevada, is highly prospective for  additional high-sulfidation gold mineralization. The Sandman project, recently acquired through the  acquisition of Gold Bull Resources Inc., is an advanced exploration project with a recently completed (2021)  NI 43-101 compliant resource and a recent (2023) Preliminary Economic Assessment which indicates  compelling economics, particularly in light of the increase in commodity prices since publication of the study.  Borealis is led by a strong board and management team, many of whom have founded, managed, and sold  highly successful mining and exploration companies. 

For further information, please contact: 

Kelly Malcolm 

President and Chief Executive Officer 

info@BorealisMining.com 

Office: (289) 371-3371 

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

Forward-Looking Statements 

This news release may contain certain “forward-looking information” within the meaning of applicable  securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”,  “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other  similar words, or statements that certain events or conditions “may” or “will” occur. These statements are  only predictions. Forward-looking information is based on the opinions and estimates of management at  the date the information is provided, and is subject to a variety of risks and uncertainties and other factors  that could cause actual events or results to differ materially from those projected in the forward-looking  information. For a description of the risks and uncertainties facing the Company and its business and affairs,  readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes  no obligation to update forward-looking information if circumstances or management’s estimates or opinions  should change, unless required by law. The reader is cautioned not to place undue reliance on forward looking information.