BULLETIN V2025-4099
TIGER GOLD CORP. ("TIGR")
[formerly Badger Capital Corp. ("YVR.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Resume Trading
BULLETIN DATE: December 17, 2025
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing the Qualifying Transaction of Badger Capital Corp. ("Badger") as described in its filing statement dated December 10, 2025 (the "Filing Statement"). As a result, effective at the opening on Friday, December 19, 2025, the trading symbol for Badger will change from YVR.P to TIGR and Badger will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of all of the shares of Tiger Gold Corp. ("Tiger")
On August 29, 2025 Badger, a wholly-owned subsidiary of Badger ("Subco") and Tiger entered into an amalgamation agreement (the "Amalgamation Agreement"). Pursuant to the Amalgamation Agreement the parties effected a business combination (the "Business Combination") through the amalgamation of Subco and Tiger to form Amalco as a direct, wholly-owned subsidiary of Badger (after effecting the Business Combination the "Resulting Issuer"). As consideration under the Business Combination, Badger issued 97,764,858 common shares to the Tiger shareholders (which includes the shares issued under the Concurrent Financing (defined below).
On October 31, 2025 November 4, 2025 and November 6, 2025, Tiger completed a brokered private placement offering (the "Concurrent Financing") of 32,600,000 subscription receipts ("CF Subscription Receipts") at a price of $0.50 per CF Subscription Receipt for gross proceeds of $16,300,000. Each CF Subscription Receipt automatically converted, without payment of additional consideration, into one unit of Tiger (a "CF Unit") comprised of one common share of Tiger (a "Tiger Share") and one-half of one Tiger Share purchase warrant (each whole warrant, a "CF Warrant"). Under the Business Combination, the Tiger shareholders resulting from the Concurrent Financing received one (1) common share of the Resulting Issuer Share in exchange for each of their Tiger Shares, and each CF Warrant will be exercisable to purchase one (1) common share of the Resulting Issuer Share at $1.00 for a term of three years from the completion of the Qualifying Transaction.
Tiger is a privately held exploration and development company focused on advancing the Quinchia Gold Project consisting of six mineral titles and several exploration applications located on the eastern flank of the Western Cordillera of the Colombian Andes, within Quinchia Municipality, Department of Risaralda, Republic of Colombia. Tiger holds the exclusive option to acquire 100% of the Quinchia Gold Project and 90% of the Andes Project consisting of four granted exploration titles and 100 exploration applications located on the eastern slope of the Western Cordillera of Colombia, approximately 75 km southwest of Medellin.
For more information regarding Tiger, see the Filing Statement which is available under Tiger's profile (formerly Badger) on SEDAR+.
2. Name Change and Consolidation
Pursuant to a resolution passed by directors of Badger on November 5, 2025, Badger has consolidated its capital on a (2) old for (1) new basis and has changed its name from Badger Capital Corp. to Tiger Gold Corp.
Effective at the opening on Friday, December 19, 2025, the post-consolidated common shares of Tiger Gold Corp. will commence trading on TSX Venture Exchange, and the common shares of Badger Capital Corp. will be delisted.
Tiger Gold Corp. is classified as a 'Mining' company.
Post-Consolidated Capitalization: Unlimited Shares with no par value of which
103,764,908 Shares are issued and outstanding
Escrow: 2,465,050 Shares and 200,000 stock options are subject to the CPC Escrow Agreement
23,380,000 Shares, 40,000 warrants and 5,140,000 stock options are subject to a 36-month staged release escrow agreement
Transfer Agent: Odyssey Trust Company
Trading Symbol: TIGR (new)
CUSIP Number: 88673A108 (new)
3. Resume Trading:
Effective at the opening on Friday, December 19, 2025, trading in the shares of Badger will resume as common shares of Tiger Gold Corp.
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