(TheNewswire)

‌ February 2 7 , 2025 – TheNewswire - Vancouver, BC - Baru Gold Corp (TSXV:BARU | OTCQB:BARUF) (“Baru” and its subsidiary PT. Tambang Mas Sangihe (“TMS”) or the “Company”) announces to shareholders a non-brokered private placement consisting of up to 14,300,000 units priced at $0.07 per unit for total proceeds of $1,001,000.

Each unit will comprise one common share in the capital of the Company and one non-transferable common share purchase warrant. Each warrant will entitle the holder to purchase over two years one additional share at an exercise price of $0.11. The financing is expected to close on or before March 31, 2025.

The proceeds of the financing will be used to pay for the outstanding land use tax on the Sangihe Gold Project which is payable to the Ministry of Energy and Mineral Resources. The land use tax, colloquially referred to as “dead-rent” tax, is a fee payable annually.

As recently announced, the Company has revised and submitted all technical and documentary requirements to the Indonesian Ministry of Energy and Minerals (ESDM) to receive approval for an upgrade to Production Operations. The Company has been told that the payment of taxes is the only outstanding requirement to receive the upgrade to Production Operations.

Once the upgrade to Production Operations is approved, several potential lenders have expressed interest in non-dilutive forms of funding to scale project development.

Pursuant to the terms of the Warrants, the Company may accelerate the expiry date of the Warrants if the closing price of the Company’s common shares on the TSX Venture Exchange equals or exceeds C$0.14 for 5 consecutive trading days, to the date which is 30 days following the dissemination of a news release announcing the acceleration.

The Company reminds interested participants that the Private Placement is subject to re-pricing if the stock price increases following any required release of news.

Insiders of the Company participation in the foregoing offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders, exceed 25% of the Company's market capitalization.

The private placement is subject to regulatory approval, and all securities to be issued pursuant to the financing are subject to a four-month hold period under applicable Canadian securities laws. All funds are denominated in Canadian dollars. In connection with the private placement, the company may pay finders' fees in cash or securities, or a combination of both, as may be permitted by the policies of the exchange.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirement.

ABOUT SANGIHE GOLD PROJECT

The Sangihe Gold Project (“Sangihe”) is located on the Indonesian island of Sangihe, off the northern coast of Sulawesi with a gold bearing area of approximately 25,000 ha. Sangihe has an existing National Instrument 43-101 report suitable for mining planning and production schedules for an area within the 65-ha area targeted for initial production. Within the area targeted for initial production, the National Instrument 43-101 report estimates over 200,000 oz of gold resource (Inferred: 91,000 and Indicated: 114,000), and over 3 million oz of silver resource (Inferred: 1,080,000 and Indicated: 1,930,000) as reported in the Company’s “ Independent Technical Report on the Updated Mineral Resource Estimates of the Binebase and Bawone Deposits, Sangihe Project, North Sulawesi, Indonesia ” ( Mining Associates Pty Ltd , February 1st, 2025). Only 10% of the gold bearing area has been explored.

Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. The Company intends to proceed to production without the benefit of first establishing mineral reserves supported by a feasibility study. The Company cautions readers that the any production decision made by the Company will not be based on a NI 43-101 feasibility study of mineral reserves that demonstrates economic and technical viability and as such, there may be involved increased uncertainty and various technological and economic risks

The Company's 70-percent interest in the Sangihe-mineral-tenement Contract of Work (“CoW”) is held through PT. Tambang Mas Sangihe (“TMS”). The remaining 30-percent interest in TMS is held by other Indonesian corporations. The term of the Sangihe CoW agreement is 30 years upon commencement of the production phase of the project. Baru has met all the requirements of the Indonesian government and has been granted its environmental permit.

ABOUT BARU GOLD CORP.

Baru Gold Corporation is a dynamic junior gold developer with NI 43-101 gold resources in Indonesia, one of the top ten gold producing countries in the world. Based in Indonesia and North America, Baru’s team boasts extensive experience in starting and operating small-scale gold assets.

On behalf of the Board of Directors

BARU GOLD CORP.

“Terry Filbert”

Terry Filbert

Chairman and Chief Executive Officer

info@barugold.com

For investor contacts more information, please contact:

Kevin Shum

Investor Relations

kevin@jeminicapital.com

647-725-3888 ext. 702

Neither 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.

Certain statements in this News Release, which are not historical in nature, constitute “forward looking statements” within the meaning of that phrase under applicable Canadian securities law. These statements include, but are not limited to, statements or information concerning future work programs, results and timing of any work programs, the Company’s performance or events as of the date hereof. These statements reflect management’s current assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward looking statements. Those risks include the interpretation of drill results; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with our expectations; commodity and currency price fluctuation; failure to obtain adequate financing; regulatory, recovery rates, refinery costs, and other relevant conversion factors, permitting and licensing risks; general market and mining exploration risks and production and economic risks related to design and engineering, manufacturing, technological processes and test procedures and the risk that the project’s output will not be salable at a price that will cover the project’s operating and maintenance costs. Forward-looking statements should not be construed as investment advice. Readers should perform a detailed, independent investigation and analysis of the Company and are encouraged to seek independent professional advice before making any investment decision. Accordingly, readers should not place undue reliance on any forward-looking statement. Except as required by applicable securities laws, the Company disclaims any obligation to update or revise any forward looking statements to reflect events or changes in circumstances that occur after the date hereof.

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