Mr. Peter Miles reports

GOLD STRIKE ANNOUNCES $15 MILLION BOUGHT-DEAL FINANCING AND ENTERS INTO STRATEGIC QUARTZ CLAIM PURCHASE AGREEMENT TO CREATE ONE OF THE LARGEST CONSOLIDATED LAND POSITIONS IN THE TOMBSTONE GOLD BELT, YUKON

Gold Strike Resources Corp. has entered into an asset purchase agreement dated March 2, 2026, with Lireca Resources Inc. and Lireca's affiliate, Florin Resources Inc. (together with Lireca, the Lireca Group), pursuant to which the company has agreed to acquire from the Lireca Group three contiguous projects located within the Tombstone gold belt in Yukon, Canada, being the Florin gold project, the FLR gold project and the RJ gold project, for aggregate consideration of approximately $34-million. The transaction is a non-arm's-length transaction.

Peter Miles, chief executive officer of Gold Strike Resources, commented: "We are pleased to have entered into this transformational transaction, which marks a defining moment for GSR. The Florin gold project hosts a defined 2.507-million-ounce-gold inferred resource, and this acquisition will advance the company to the next stage, evolving from a pure exploration company into one with a meaningful resource base to build upon. We are equally excited to be acquiring these projects from Lireca Group, who are proven project generators with over 20 years of experience in Yukon and across Canada, and have demonstrated consistent investment in the company's future. With approximately 80 per cent of the prospective geological trend still remaining to be drill tested and multiple structural corridors and intrusive contacts yet untested, we look forward to getting on the ground, drilling extensively and unlocking the full potential of this exceptional land package."

John Fiorino, principal of the Lireca Group, commented: "By accepting the majority of the consideration for this transaction in escrowed equity of GSR, the Lireca Group continues to demonstrate its confidence in the projects and its alignment with long-term shareholders. We look forward to continuing our relationship with GSR's management as the company advances these exceptional assets."

The projects, the Florin deposit, the transaction and a private placement financing are all described below.

Unless stated otherwise, all references to currency are in Canadian dollars.

About the projects and the Florin deposit

The projects comprise three contiguous projects, being the Florin gold project, consisting of 500 quartz claims (approximately 89 square kilometres), the FLR gold project, consisting of 838 quartz claims (approximately 165 square kilometres), and the RJ gold project, consisting of 349 quartz claims (approximately 66 square kilometres), located adjacent to Sitka Gold Corp.'s RC project. The Florin gold project hosts the Florin deposit, a defined 2,507,000-ounce-gold inferred resource (162,783,000 tonnes at 0.48 gram per tonne gold at 0.30-gram-per-tonne cut-off).

The Florin deposit

At the core of the Florin gold project is the Florin deposit, a 2,507,000-ounce-gold inferred resource (162,783,000 tonnes at 0.48 g/t Au at 0.30 g/t cut-off). The Florin deposit sits on a reduced intrusion complex with extensive gold-bearing alteration developed along its margins, with the current resource remaining open laterally in all directions as well as at depth. Soil geochemistry outlines clear extensions beyond the current resource envelope, and multigram high-grade rock samples, including a sample exceeding 15 g/t Au, occur well outside the drilled area. To date, 147 drill holes totalling just over 31,000 metres (approximately 22,500 m at the Florin deposit area, including Saddle and approximately 8,500 m at the Regent prospect) have been completed across a large intrusive system, leaving multiple structural corridors and intrusive contacts completely untested. Excluding the one-kilometre Florin deposit area, approximately four kilometres of the five-kilometre prospective geological trend remains to be drill tested, supported by coincident geochemical indicators. Importantly, the Florin deposit is not a constrained system; extensive soil anomalies, high-grade rock samples outside the current resource envelope and an approximately five-kilometre untested structural trend strongly indicate potential for meaningful resource growth.

The Florin deposit also benefits from excellent infrastructure for a Yukon project. The deposit sits on a road-accessible ridge, materially reducing development complexity, capital intensity and timeline risk relative to many peer assets in the belt. The Lireca Group also has a strategic advantage, having acquired quartz mineral claims more than a decade before Sitka Gold. The acquisition includes approximately $40-million of technical data that will greatly assist in guiding future exploration programs. Priority areas for follow-up include the Regent discovery 2.8 kilometres north of the Florin deposit and the Saddle prospect, approximately 800 m east of the Florin deposit.

Significant historic drill highlights are shown in Table 1.

Mineral resource estimate

The pit-constrained mineral resource estimate has an effective date of Dec. 5, 2025, and it comprises approximately 163 million tonnes grading 0.48 g/t Au for a total of 2,507,000 ounces of gold in the inferred category, as set out in the table below.

Gold Strike Resources' land position -- large and strategic

After the transaction, the company will control one of the largest and most strategically coherent land positions in the Tombstone gold belt, deliberately focused on intrusion margins, structural corridors and underexplored zones that sit outside, but directly adjacent to, known discoveries including Snowline Gold Corp.'s Valley deposit and Sitka Gold's RC project.

Terms of the transaction

Purchase agreement

On March 2, 2026, the company entered into the purchase agreement, pursuant to which it will acquire the projects from the Lireca Group for consideration comprising:

1. An aggregate of 43,636,363 common shares of the company at a deemed price of 55 cents per consideration share, to be issued to the Lireca Group on the closing date of the transaction;
2. An aggregate of $10-million, in cash, to be paid to the Lireca Group as follows:
   1. $5-million on the closing date;
   2. $2.5-million on the date that is 12 months from the closing date;
   3. $2.5-million on the date that is 24 months from the closing date;
3. If the purchaser completes the offering (as defined below) or any subsequent debt or equity financing (including exercise of warrants) with aggregate gross proceeds of at least $30-million (inclusive of the offering), then the Lireca Group shall have the option, exercisable by written notice to the company within 30 days of the closing of such financing, to require the company to pay all remaining unpaid consideration cash within 10 business days of the date of such notice;
4. Certain net smelter returns royalties to be granted by the company in respect of the projects, annual advance royalty payments and bonus payments as described below.

Net smelter return (NSR) royalties

Florin gold project NSR royalty

Pursuant to the purchase agreement, the company will grant to 1079170 B.C. Ltd. (royalty holder), an affiliate of Lireca, an NSR royalty on the Florin gold project in the amount of 3 per cent on the portion of the Florin gold project not comprising the encumbered claims and 1 per cent on the encumbered claims (as defined below), pursuant to an NSR royalty agreement to be entered into between the company and the royalty holder upon closing of the transaction.

The Florin NSR agreement further provides that: (i) any time prior to the commencement of commercial production, the company can reduce the Florin NSR royalty applicable to the unencumbered claims by 1-per-cent increments, from 3 per cent to 1 per cent, by paying the royalty holder 500 ounces of physical gold or $1-million (U.S.) (whichever is greater in monetary value) for each 1-per-cent reduction, provided that the Florin NSR royalty does not fall below 1 per cent on the unencumbered claims; (ii) at any time prior to the commencement of commercial production, the company can also reduce the Florin NSR royalty payable to the royalty holder applicable to the encumbered claims from 1 per cent to 0.5 per cent by paying the royalty holder 250 ounces of physical gold or $500,000 (U.S.) (whichever is greater in monetary value), provided that the Florin NSR royalty does not fall below 0.5 per cent on the encumbered claims; and (iii) the royalty holder will not complete any buydown or other reduction of the third party royalty (as defined below) unless and until the company has completed a full reduction of the Florin NSR royalty on the encumbered claims from 1 per cent to 0.5 per cent.

The Florin gold project includes certain claims (the encumbered claims) which are subject to a pre-existing 2-per-cent NSR royalty (the third party royalty) payable to 629281 B.C. Ltd. (third party royalty holder), pursuant to an option agreement between Florin Resources and the third party royalty holder dated Feb. 5, 2022, as amended. The third party royalty can be reduced: (i) from 2 per cent to 1 per cent on the payment of $1-million; and (ii) from 1 per cent to 0.5 per cent on the payment of $750,000. As a result, the aggregate royalty burden on the encumbered claims can be reduced from 3 per cent (being the 2-per-cent third party royalty and the 1-per-cent Florin NSR royalty) to 1 per cent (being the 0.5-per-cent third party royalty and the 0.5-per-cent Florin NSR royalty), subject to the company first completing the full reduction of the Florin NSR royalty on the encumbered claims from 1 per cent to 0.5 per cent as described above.

FLR gold project NSR royalty

Pursuant to the purchase agreement, the company will grant to the royalty holder a 3-per-cent NSR royalty on the FLR gold project, pursuant to an NSR royalty agreement to be entered into between the company and the royalty holder upon closing of the transaction. The FLR NSR agreement further provides that, any time prior to the commencement of commercial production, the company can reduce the FLR NSR royalty by 1-per-cent increments, from 3 per cent to 1 per cent, by paying the royalty holder 500 ounces of physical gold or $1-million (U.S.) (whichever is greater in monetary value) for each 1-per-cent reduction, provided that the FLR NSR royalty does not fall below 1 per cent.

RJ gold project NSR

Pursuant to the purchase agreement, the company will grant to the royalty holder a 3-per-cent NSR royalty on the RJ gold project, pursuant to an NSR royalty agreement to be entered into between the company and the royalty holder upon closing of the transaction. The RJ NSR agreement further provides that, at any time prior to the commencement of commercial production, the company can reduce the RJ NSR royalty by 1-per-cent increments, from 3 per cent to 1 per cent, by paying the royalty holder 500 ounces of physical gold or $1-million (U.S.) (whichever is greater in monetary value) for each 1-per-cent reduction, provided that the RJ NSR royalty does not fall below 1 per cent.

Annual advance royalty payments

Pursuant to the NSR agreements, the company shall pay to the royalty holder an annual advance royalty for each of the Florin gold project, the FLR gold project and the RJ gold project each year until the first full year following the commencement of commercial production, commencing on the closing date. The amount of each annual advance royalty payment shall be $20,000 (U.S.) or seven ounces of physical gold (whichever is greater in monetary value). All such annual advance royalty payments paid by the company prior to the first production royalty payment will be credited toward and offset the production royalty payments due to the royalty holder and will be set off against 100 per cent of the applicable NSR royalty as each payment comes due.

Bonus payments

Pursuant to the NSR agreements, in the event the company, or its affiliate, publicly announces or otherwise establishes a resource estimate on any portion of the Florin gold project, FLR gold project or RJ gold project, prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, or another acceptable foreign code, that estimates the presence of ounces of gold in any category, the company shall deliver to the royalty holder the greater of $1-million (U.S.) in immediately available funds and 250 ounces of physical gold for every million ounces of gold delineated by such resource estimate. Such bonus payment is due for each additional million ounces of gold delineated by any additional resource estimate following the release of the original estimate. Such bonus payment is not subject to a bonus payment cap. In the event the resource estimate presents mining scenarios with multiple cut-off grades, the lowest applicable cut-off grade available will be used for the purpose of determining the number of gold ounces contained in the estimate.

For greater certainty, no bonus payment is due with respect to the 2,507,000-ounce-gold inferred resource being announced concurrently with the execution of the purchase agreement.

Security for deferred cash payments

To secure the portion of the consideration cash payable postclosing, the company will grant to the Lireca Group first-ranking security interests over all of its present and after-acquired personal property, together with customary mining-specific collateral and negative pledges, until all payment obligations to the Lireca Group are satisfied in full.

Restrictions on transfer or encumbrance of projects

The company may not, directly or indirectly, sell, transfer or otherwise dispose of any portion of its interest in the projects, or the subsidiaries holding the projects, until the date that is five years from the closing date without the prior written consent of the Lireca Group, which consent may be withheld for any reason. Following the expiration of the five-year period, the company may sell, transfer or otherwise dispose of all or any portion of its interest in the projects provided that any purchaser, grantee or transferee first delivers to the Lireca Group its undertaking to comply with the terms of the bonus payments and the NSR agreements and to perform all obligations of the company relating to the bonus payments.

No Finders' fees

No finders' fees were paid in connection with the purchase agreement.

Related party transaction

The Lireca Group and the royalty holder are related parties (as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) of the company. Accordingly, the transaction, including the entering into of the NSR agreements, will constitute a related party transaction (as defined in MI 61-101). The company intends to rely on the exemption from the formal valuation requirement of MI 61-101 contained in Section 5.5(b) of MI 61-101 as the common shares of the company are not listed on a specified market. However, the company will be required to obtain minority shareholder approval in accordance with MI 61-101 and TSX Venture Exchange policies. To obtain such minority shareholder approval, the company intends to call a shareholder meeting and prepare a corresponding management information circular containing detailed disclosure of the transaction and the additional prescribed disclosure as required by MI 61-101.

The transaction does not constitute a change of control of Gold Strike or a reverse takeover under the policies of the TSX-V. Completion of the transaction and the offering is not expected to result in any new management or other insiders of the company.

Conditions to closing

Conditions to closing of the transaction include, but are not limited to:

1. The approval of shareholders of the company of certain matters in connection with the transaction, including minority shareholder approval;
2. The approval of the TSX-V;
3. Completion of the offering (as defined below);
4. Other customary closing conditions.

Closing of the transaction is expected to occur in Q2 2026. There can be no assurance that the transaction will be completed as proposed, or at all.

Trading halt

Pursuant to TSX-V policies, the common shares may be halted from trading pending the TSX-V's receipt and review of documentation regarding the transaction, including, but not limited to, a technical report prepared in accordance with NI 43-101 in respect of each of the projects.

Terms of the offering

The company also announces that it has entered into an agreement with ATB Capital Markets Corp. and Canaccord Genuity Corp. (together, the underwriters) in connection with a bought deal private placement offering of 27,273,000 subscription receipts at a price of 55 cents per subscription receipt for aggregate gross proceeds of $15,000,150. Each subscription receipt will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, one unit of the company comprising one common share and one common share purchase warrant upon satisfaction of certain escrow release conditions customary for this type of transaction, including the satisfaction of the conditions relating to the closing of the transaction (the escrow release conditions) to be set out in a subscription receipt agreement to be entered into on or about the closing date of the offering between the company, the underwriters and a subscription receipt agent to be determined. Each warrant will be exercisable into one common share at a price of 75 cents for a period of 36 months from the satisfaction of the escrow release conditions.

In addition, the underwriters will be granted an option (the overallotment option), exercisable in whole or in part at the underwriters' sole discretion, no later than 48 hours prior to the offering closing date, to sell 9,091,000 additional subscription receipts at the issue price for additional gross proceeds of up to $5,000,050. Unless the context otherwise requires, all references in this news release to the offering and subscription receipts include the exercise of the overallotment option.

The underwriters will be entitled to a cash commission equal to 7.0 per cent of the gross proceeds of the offering. Fifty per cent of the cash commission shall be payable to the underwriters on the offering closing date and the remainder shall be deposited in escrow and shall only be payable to the underwriters upon satisfaction of the escrow release conditions. Further, upon satisfaction of the escrow release conditions, the underwriters shall receive non-transferable options equal to 7.0 per cent of the number of subscription receipts issued pursuant to the offering. Each compensation option will be exercisable for one common share at the issue price for a period of 36 months following the satisfaction of the escrow release conditions. The cash commission and compensation options shall each be reduced to 3.0 per cent with respect to any sales to investors on the company's president list subject to prescribed limits.

The gross proceeds of the offering (less 50 per cent of the cash commission and certain expenses of underwriters) will be held in escrow pending satisfaction of the escrow release conditions. The net proceeds from the offering are intended to be used to pay the consideration cash, to pay transaction expenses related to the transaction and the offering, to advance exploration and development of the projects, and for working capital and general corporate purposes.

The offering is integral to the transaction and the company intends to rely on the part-and-parcel pricing exception provided for in TSX-V policies.

The subscription receipts and any underlying securities will be subject to a statutory hold period of four months plus one day under applicable Canadian securities legislation. The offering remains subject to the approval of the TSX-V.

The offering will be conducted in all provinces and territories of Canada pursuant to private placement exemptions, in the United States pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in such other jurisdictions outside Canada and the United States as agreed to by the company and the underwriters.

Technical information

The technical information in this news release was prepared under the supervision of David Kelsch, PGeo. Mr. Kelsch is a qualified person for the purposes of NI 43-101 and has reviewed and approved the technical and scientific information disclosed in this news release. Mr. Kelsch is independent of the company for the purposes of NI 43-101.

Technical report

A technical report for the updated inferred resource at the Florin deposit on the Florin gold project has been prepared by Ronald G. Simpson, PGeo, and David Kelsch, PGeo, titled "Florin Gold Project NI 43-101 Technical Report, Mayo and Dawson Mining Districts, Yukon Territory." The technical report was prepared for the company by GeoSim Services Inc., with an effective date of Dec. 5, 2025.

The technical report is subject to TSX-V comment and review in connection with the transaction. The company will file the technical report on SEDAR+ within 45 days of this news release, as required by NI 43-101. Readers are cautioned that the conclusions and estimates set out in this news release are subject to qualifications, assumptions and exclusions, all of which are detailed in the technical report. To fully understand the summary information presented in this news release, the technical report should be read in its entirety once filed under the company's profile on SEDAR+.

About Gold Strike Resources Corp.

Gold Strike Resources is a mineral exploration and development company focused on high-impact properties in Canada. With an award-winning technical team and experienced management and board of directors, Gold Strike Resources is based in Vancouver and is listed on the TSX-V.

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