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VANCOUVER, BC , May 14, 2026 /CNW/ - Gold Strategy Inc. (TSXV: GST) (the "Company") is pleased to announce that it intends to complete a non-brokered private placement of 1,724,285 common shares in the capital of the Company (the "Common Shares"), at a price of $1.40 per Common Share, for aggregate gross proceeds of $2,413,999 with Instant Finance and Consulting AG ("InstaFin") (a "control person" (as such term is defined in the Securities Act (British Columbia)) of the Company (the "Investment").

It is expected that the net proceeds from the Investment will be primarily used to facilitate the sourcing, reviewing and evaluating future potential business opportunities or acquisitions as well as to bolster its general working capital purposes.

Any Common Shares to be issued under the Investment will be subject to a hold period of four months and a day from the closing date of the Investment in accordance with applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

InstaFin is a "related party" of the Company pursuant to Multilateral Instrument 61-101 – Take Over Bids and Special Transactions ("MI 61-101"). Accordingly, the Investment will constitute a "related party transaction" within the meaning of MI 61-101. Pursuant to the Investment, InstaFin will acquire an aggregate of 1,724,285 Common Shares for aggregate cash consideration of $2,413,999. The Company is relying on the exemptions from the formal valuation requirement under section 5.5(c) of MI 61-101 and the minority shareholder approval requirement under section 5.7(c) of MI 61-101, as the related party participation constitutes a distribution of securities for cash not more than $2,500,000. The Investment was unanimously approved by the board of directors of the Company, with no materially contrary view by any director nor were any directors required to abstain from the vote for a conflict of interest. The Company does not expect to file a material change report in respect of the Investment on SEDAR+ less than 21 days prior to closing thereof due to the fact that the Company wished to close the Investment as soon as practicable to enable it to continue its business pursuits.

GOLD STRATEGY INC.

Reno J. Calabrigo, Chief Executive Officer

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

FORWARD-LOOKING INFORAMATION

This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding the completion of the Investment, the quantum of securities sold, and timing thereof and satisfaction of any obligations thereunder and the use of proceeds of the Investment. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including applicable concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to risks associated with executing the Company's objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company's most recently filed management's discussion and analysis, available on www.sedarplus.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.

SOURCE Gold Strategy Inc.