Mr. Peter Miles reports
GOLD STRIKE CLOSES FINAL TRANCHE OF $17.2 MILLION BOUGHT-DEAL FINANCING OF SUBSCRIPTION RECEIPTS
Further to the news releases dated March 3, 2026, and March 25, 2026, Gold Strike Resources Corp. has closed the second and final 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. In tranche 2, which represented a second partial exercise of the overallotment option granted to the underwriters, the company issued 2,218,500 subscription receipts at a price of 55 cents per subscription receipt for gross proceeds of $1,220,175. Together with the first tranche of the offering, which closed on March 25, 2026, the company has issued an aggregate of 31,309,273 subscription receipts for aggregate gross proceeds of approximately $17,220,100.
The offering was 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 releases dated March 3, 2026, and April 1, 2026.
The gross proceeds of the offering (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 2 and pursuant to the underwriting agreement, the underwriters received a cash commission of $85,412.25, representing 7.0 per cent of the gross proceeds of tranche 2. In addition to cash commission from tranche 1 totalling $872,104.77, the aggregate cash commission paid to the underwriters is $957,517.02. 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 1,740,939 non-transferable options, consisting of 1,585,644 compensation options in connection with tranche 1, and 155,295 compensation options in connection with tranche 2. 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 the offering, but with a reduction to 3.0 per cent for sales made to investors on the company's president's list.
The subscription receipts and any underlying securities issued in tranche 2 are subject to a statutory hold period of four months plus one day under applicable Canadian securities legislation, expiring on Aug. 9, 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 releases dated March 3, 2026, and March 25, 2026, and the company's material change report dated April 2, 2026, as well as the underwriting agreement, the subscription receipt agreement and the warrant indenture entered into in connection with the offering, all of which have been 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, Gold Strike is based in Vancouver and is listed on the TSX Venture Exchange.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.