Mr. Robert Boyd reports
ENDURANCE GOLD COMPLETES OVERSUBSCRIBED LIFE PRIVATE PLACEMENT OF FLOW-THROUGH UNITS AND UNITS FOR AGGREGATE GROSS PROCEEDS OF APPROXIMATELY C$8.3 MILLION
Endurance Gold Corp. has completed its previously announced best effort private placement for aggregate gross proceeds to the company of $8,342,082.50, pursuant to which the company sold: (i) 4,188,500 flow-through units of the company at a price of 95.5 cents per FT unit, for gross proceeds of $4,000,017.50; and (ii) 6,680,100 hard-dollar units of the company at a price of 65 cents per HD unit for gross proceeds of $4,342,065, which HD units include the additional 526,250 HD units issued on the partial exercise of the agent overallotment option in connection with the offering.
Each FT unit consists of one common share of the company and one-half of one common share purchase warrant, each of which was issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each HD unit consists of one common share and one-half of one warrant. Each warrant entitles the holder to purchase one non-flow-through common share at a price of 90 cents at any time on or before March 11, 2028.
The offering was completed pursuant to an agency agreement dated March 11, 2026, among the company and a syndicate of agents led by Canaccord Genuity Corp. and Agentis Capital Markets (First Nations Financial Markets LP) as co-lead agents, and included Red Cloud Securities Inc. In consideration for their services, the agents received an aggregate cash commission of $457,232.35. Additionally, the agents received, in aggregate, 568,410 broker warrants, with each such broker warrant exercisable for one common share at a price of 75 cents per common share at any time on or before March 11, 2028. The offering remains subject to final acceptance of the TSX Venture Exchange.
The company will use an amount equal to the gross proceeds received by the company from the sale of the FT units, pursuant to the tax act, to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the tax act) related to the company's projects in Canada as more fully described in the offering document of the company dated Feb. 19, 2026, on or before Dec. 31, 2027, and to renounce all the qualifying expenditures in favour of the initial subscribers of the FT units, effective Dec. 31, 2026. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT unit purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT units, or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each initial subscriber of the FT units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.
The net proceeds from the sale of HD units will be used for drilling, exploration and testing at the Reliance gold project and working capital and general corporate purposes as more fully described in the offering document.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the FT units and HD units were offered pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) to purchasers resident in Canada (other than Quebec) and in other qualifying jurisdictions outside of Canada, including the United States, that were mutually agreed to by the company and the agents, on a private placement basis, including pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The FT units and the HD units issued under the offering to Canadian resident subscribers in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The broker warrants issued to the agents in connection with the offering were issued pursuant to prospectus exemptions under NI 45-106 other than the LIFE and are subject to a four-month hold period under applicable Canadian securities laws.
Related-party transaction
Certain insiders of the company participated in and subscribed for an aggregate of 540,000 HD units under the offering. As a result, the offering constituted a related-party transaction within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and minority shareholder approval requirements in respect of the related parties' participation in the offering under MI 61-101, respectively, as, at the closing of the offering, neither the fair market value of the securities issued in connection with the offering, nor the fair market value of the consideration received by the company therefor, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering as details of the related parties' participation in the offering had not been settled and the company wished to complete the offering in an expeditious manner. The HD units purchased by the related parties are subject to a hold period expiring four months and one day after the date of issuance in accordance with the policies of the TSX-V.
Endurance Gold is a company focused on the acquisition, exploration and development of highly prospective North American mineral properties.
We seek Safe Harbor.
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