News Release

ALERIO GOLD CLOSES PRIVATE PLACEMENT AND ANNOUNCES PROPOSED DEBT SETTLEMENT

June 23, 2025 - VANCOUVER, BRITISH COLUMBIA - Alerio Gold Corp. (CSE: ALE) ("Alerio" or the "Company") announces it has closed its previously announced non-brokered private placement as described in the press release on May 16, 2025 (the "Offering"), resulting in the issuance of 24,550,000 Units (the "Units") at a price of $0.02 per Unit for gross proceeds of $491,000. Each Unit will consist of one (1) common share in the capital of the Company (each a "Share") and one-half (1/2) of one Share purchase warrant (each a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one (1) additional Share at a price of $0.05 per Share, for a period of 24 months from the closing date. In connection with the Offering, the Company paid an aggregate cash finder's fee of $9,920 to eligible arm's length finders. The Company intends to utilize the net proceeds from the Offering for exploration expenditures and general working capital. Pursuant to applicable securities laws, all securities issued under the Private Placement are subject to a statutory hold period until October 24, 2025.

The Company has entered into debt settlement agreements with certain creditors to settle an aggregate of $420,000 through the issuance of 21,000,000 units (the "Debt Settlement Units") at a deemed price of $0.02 per Unit. Each Debt Settlement Unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable into one common share at a price of $0.05 per share for a period of two (2) years from the date of issuance. In addition, the Company proposes to settle a further $185,000 in outstanding debt, including amounts owing under the previously issued promissory notes, through the issuance of 185 unsecured convertible notes (the "Convertible Notes") at a price of $1,000 per Convertible Note. The Convertible Notes will mature two (2) years from the date of issuance and will bear interest at a rate of 5% per annum. The principal and the accrued interest will be convertible, at the option of the holder, into units of the Company at the deemed conversion price of $0.02 per Unit. Each Unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at $0.05 per share for a period of two (2) years from the closing date. The securities to be issued under the Debt Settlement Units and Convertible Notes will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. Pursuant to the policies of the Canadian Securities Exchange, the Debt Settlement of Units and Convertible Notes transactions will close five (5) business days from the date of the press release.

MI 61-101 Disclosure

Raymond Van Empel, a shareholder of the Company holding more than 10% of the outstanding common shares, participated in the private placement, the proposed debt settlement, and the issuance of Convertible Notes. Lee Garber, a director of the Company, participated in the issuance of Convertible Notes. The participation of these individuals constitutes a "related party transaction" under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). [cite_start]The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements provided under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, the related parties exceeds 25% of the Company's market capitalization.