Mr. Peter Miles reports
GOLD STRIKE CLOSES INITIAL TRANCHE OF BOUGHT-DEAL FINANCING OF SUBSCRIPTION RECEIPTS FOR GROSS PROCEEDS OF $16 MILLION
Further to the news release dated March 3, 2026, Gold Strike Resources Corp. has closed the first tranche of its previously announced private placement offering of subscription receipts, completed on a bought deal basis by ATB Capital Markets Corp. and Canaccord Genuity Corp. The company has issued an aggregate of 29,090,773 subscription receipts at a price of 55 cents per subscription receipt for aggregate gross proceeds of $15,999,925.15, including partial exercise of the overallotment option granted to the underwriters. The company has also received over $1-million of additional committed subscriptions for subscription receipts, which will be included in a second tranche of the offering (including any additional exercise of the overallotment option), which is expected to close on or about April 7, 2026.
Peter Miles, chief executive officer of the company, commented: "We are pleased to announce the closing of the initial tranche of our bought deal financing, which reflects strong investor confidence in our transformational acquisition of the Florin, the FLR and the RJ gold projects. We are currently engaging contractors to undertake an approximate 10,000-metre drill program expected to commence around June 15, 2026, subject to closing of the acquisition. The drill program will focus on the Florin project with both infill and exploration drill collar locations being planned. Sampling and geophysical programs at Gold Strike One and Two, RJ, and the FLR claim groups are also in the planning stages in order to develop addition drill targets across the company's extensive portfolio of properties in the prolific Tombstone gold belt, Yukon."
The offering is being conducted pursuant to an underwriting agreement dated March 25, 2026, between the company and the underwriters, and in connection with the company's proposed acquisition of the Florin gold project, the FLR gold project and the RJ gold project, pursuant to a purchase agreement dated March 2, 2026, among the company, Lireca Resources Inc. and Lireca's affiliate Florin Resources Inc. For further details of the acquisition and the purchase agreement, please see the company's news release dated March 3, 2026.
The gross proceeds of tranche 1 (less 50 per cent of the cash commission (as defined below) and certain expenses of underwriters) have been deposited into escrow with Computershare Trust Company of Canada, as subscription receipt agent, pursuant to a subscription receipt agreement dated March 25, 2026, among the company, the underwriters and Computershare, and will be released to the company upon notice by the company and the underwriters to Computershare of satisfaction of the escrow release conditions (as defined in the subscription receipt agreement), including the satisfaction or waiver of all conditions to the completion of the acquisition in accordance with the terms of the purchase agreement, subject to applicable deductions for the rest of the cash commission. The net proceeds from the offering are intended to be used to pay the cash consideration for the acquisition, to pay transaction expenses related to the acquisition and the offering, to advance exploration and development of the mineral projects being acquired pursuant to the acquisition, and for working capital and general corporate purposes.
For their services in connection with tranche 1 and pursuant to the underwriting agreement, the underwriters received an aggregate cash commission of $872,104.77, representing 7.0 per cent of the gross proceeds of tranche 1, but with a reduction to 3.0 per cent for sales made to investors on the company's president's list. Pursuant to the terms and conditions of the subscription receipt agreement, 50 per cent of the cash commission has been paid to the underwriters, and the rest has been deposited into escrow with Computershare 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 an aggregate of 1,585,644 non-transferable options in connection with tranche 1. Each compensation option will be exercisable for one common share of the company at the issue price for a period of three years following the satisfaction of the escrow release conditions. The number of compensation options is equal to 7.0 per cent of the number of subscription receipts issued pursuant to tranche 1, but with a reduction to 3.0 per cent for sales made to investors on the company's president's list. Pursuant to the underwriting agreement, the underwriters will be entitled to additional cash commission and compensation options in connection with any additional tranche of the offering, on the same terms as for tranche 1.
The subscription receipts and any underlying securities are subject to a statutory hold period of four months plus one day under applicable Canadian securities legislation, expiring on July 26, 2026. The offering remains subject to the final approval of the TSX Venture Exchange.
For further details on the offering and the terms of the subscription receipts, please see the company's news release dated March 3, 2026, as well as the underwriting agreement, the subscription receipt agreement and the warrant indenture entered into in connection with the offering, copies of which will be filed under the company's profile on SEDAR+.
About Gold Strike Resources Corp.
Gold Strike 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, GSR is based in Vancouver and is listed on the TSX Venture Exchange.
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