04:16:16 EDT Tue 18 Aug 2026
Enter Symbol
or Name
USA
CA



Golden Spike Resources Corp
Symbol GLDS
Shares Issued 60,566,666
Close 2026-08-14 C$ 0.035
Market Cap C$ 2,119,833
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Golden Spike arranges $500,000 private placement

2026-08-18 01:17 ET - News Release

Mr. Ryan Connacher reports

GOLDEN SPIKE ANNOUNCES NON-BROKERED PRIVATE PLACEMENT, CONSOLIDATION AND NAME CHANGE

Golden Spike Resources Corp. has proposed a non-brokered private placement of up to 500 units of the company at a price of $1,000 per unit for aggregate gross proceeds of up to $500,000. Each unit will consist of one 15 per cent unsecured convertible debenture of the company in the principal amount of $1,000 and 26,315 common share purchase warrants of the company. Unless otherwise indicated, all dollar amounts in this news release are expressed in Canadian dollars.

The debentures will bear interest at a rate of 15 per cent per annum from the issuance date, with all accrued and unpaid interest payable on the date that is 36 months following the closing date (as defined herein). The interest obligation may be satisfied, at the option of the company, either in cash or in common shares of the company. Any payment of the interest obligation in interest shares is subject to the prior approval of the Canadian Securities Exchange. If the interest obligation is satisfied in interest shares, the full amount of accrued and compounded interest then payable will be converted into interest shares. The interest shares shall be issued at a deemed price per common share equal to the greater of: (i) the last closing price of the common shares on the exchange prior to the dissemination by the company of a news release announcing its intention to satisfy the applicable interest obligation in interest shares; and (ii) 3.8 cents per common share on a preconsolidation basis or 19 cents on a postconsolidation basis.

The principal amount of each debenture will be convertible into common shares at the option of the holder at any time following the completion of the consolidation and prior to the maturity date, at a conversion price of 3.8 cents per common share on a preconsolidation basis or 19 cents on a postconsolidation basis, subject to adjustment upon certain customary events.

Following the completion of the consolidation (as defined herein), each warrant will be exercisable and entitle the holder thereof to acquire one common share at an exercise price equal to 3.8 cents per common share on a preconsolidation basis or 19 cents per common share on a postconsolidation basis until the maturity date. The warrants will be subject to an acceleration right if, on any 20 consecutive trading days, beginning on the date that is four months and one day following the closing date of the offering, the daily volume weighted average trading price of the common shares is greater than nine cents per common share on a preconsolidation basis or 45 cents per common share on a postconsolidation basis, and the common shares have traded a minimum daily trading volume of 50,000 common shares on each of such 20 consecutive trading days. If the company exercises the warrant acceleration right, the new expiry date of the warrants will be the 30th day following the notice of such exercise.

At any time following the date that is four months and one day after the closing date, the company may require the conversion of all outstanding principal and accrued interest under the debentures into common shares at the conversion price if: (i) the volume-weighted average trading price of the common shares on the exchange equals or exceeds 10.5 centsper common share on a preconsolidation basis or 52.5 cents per common share on a postconsolidation basis for 20 consecutive trading days; and (ii) a minimum of 50,000 common shares trade on the exchange on each such trading day. The company will provide holders with not less than 30 days of prior written notice of its intention to exercise the mandatory conversion right.

Certain eligible finders may receive, in respect of subscribers introduced to the company by such finders: (i) a cash commission equal to 7 per cent of the gross proceeds received by the company from such subscribers under the offering; and (ii) common share purchase warrants of the company equal to 7 per cent of the aggregate number of common shares issuable upon conversion of the debentures purchased by such subscribers. Following the completion of the consolidation, each finder's warrant will entitle the holder to acquire one common share at 3.8 cents per common share on a preconsolidation basis or 19 cents per common share on a postconsolidation basis until the date that is 24 months from the closing date.

The company intends to use the net proceeds from the offering for working capital and general corporate purposes. Closing of the offering is subject to all necessary regulatory and stock exchange approvals, including the approval of the exchange. All securities issuable in the offering are subject to a statutory hold period until the date that is four months and one day from the date of issuance.

Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the offering may constitute a related party transaction as insiders of the company are expected to subscribe in the offering. The company is intending to rely on exemptions from the formal valuation and minority approval requirements of MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the offering as the details of the related parties' participation in the offering have not been settled.

Consolidation and name change

The company is also pleased to announce that, following completion of the offering, it intends to: (i) change its name from Golden Spike Resources to Gordon Mining Group Inc.; (ii) change its trading symbol from GLDS to GORD; and (iii) consolidate all of its issued and outstanding common shares on the basis of one postconsolidation common share for every five preconsolidation common shares. No fractional common shares will be issued in connection with the consolidation and all such fractional common shares resulting from the consolidation will be rounded down to the nearest whole number.

The exercise price or conversion price, as applicable, and the number of common shares issuable pursuant to the company's outstanding convertible securities, including the debentures, warrants, finders' warrants, stock options, and any other outstanding securities exercisable for or convertible into common shares, will be proportionately adjusted in accordance with their respective terms to give effect to the consolidation.

The company will disseminate a further news release announcing the effective date of the consolidation and name change, and provide additional details regarding the implementation thereof once determined. Completion of the consolidation and name change remains subject to the receipt of all required regulatory approvals, including approval of the exchange, and there can be no assurance that either the consolidation or the name change will be completed on the terms described herein, or at all.

About Golden Spike Resources Corp.

Golden Spike is a Canadian mineral exploration company focused on identifying, acquiring and unlocking value in mineral opportunities in Canada and other low-risk jurisdictions. The company currently holds a 100-per-cent interest in the 5,175-hectare Gregory River property in Newfoundland, strategically centered over an approximate 11-kilometre-long stretch of the Gregory River VMS (volcanogenic massive sulphide) belt, a north-northeast-trending corridor of very prospective ground with potential to host Cyprus-type polymetallic VMS deposits. In addition, the property hosts a cluster of historically explored, high-grade, copper-plus-or-minus-gold-zinc vein structures and breccia hosted stockworks. Golden Spike Resources remains dedicated to sustainable exploration practices and continues to collaborate with local communities, consultants and stakeholders as it progresses its exploration initiatives.

We seek Safe Harbor.

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