Mr. Barry Miller reports
GOLDINXS MINING CORP. CLOSES SECOND TRANCHE OF UPSIZED NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES BOARD CHANGES
Goldinxs Mining Corp. has closed the second tranche of its previously announced non-brokered private placement. Due to additional investor demand, the company has increased the size of the offering to aggregate gross proceeds of up to $1.5-million.
At closing of the second tranche, the company issued an aggregate of: (i) 3,933,462 flow-through units at a price of 13 cents per FT unit for gross proceeds of $511,350.06; and (ii) 831,213 units at a price of 11 cents per unit for gross proceeds of $91,433.43 for aggregate gross proceeds of $602,783.49. The first tranche of the offering raised aggregate gross proceeds of $647,316.51, bringing the total gross proceeds raised under the offering to $1,250,100.
Each FT unit consists of one common share of the company and one common share purchase warrant. Each unit consists of one common share of the company and one warrant.
Each warrant entitles the holder thereof to purchase one common share of the company at a price of 25 cents at any time on or before the date that is 24 months after the closing of the second tranche, subject to the accelerated expiry provision (as defined herein). The company may, at its sole option, accelerate the expiry date of the warrants to the date that is 30 days following the date on which notice is given by news release, if the closing price of the common shares on the TSX Venture Exchange (or such other principal exchange on which the common shares may be traded at such time) is equal to or above a price of 50 cents per common share for 10 consecutive trading days any time after closing of the second tranche.
Proceeds from the offering will be used for the purposes of exploration work and other operations at the company's flagship Fishpot project in central British Columbia among other flow-through eligible expenses, such as exploration, drilling and sampling programs, and for general working capital purposes.
The company intends for the FT shares and the warrants underlying the FT units to be issued on a flow-through basis and to qualify as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada). The company intends to renounce exploration expenses, which qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures, each as defined in the tax act and B.C. flow-through mining expenditures as defined in the Income Tax Act (British Columbia) in an amount equal to the aggregate proceeds of the FT units, to subscribers of the FT units with an effective date no later than Dec. 31, 2026.
In connection with the offering, the company intends to pay aggregate cash finders' fees of $59,665.34 and issue an aggregate of 458,963 non-transferable finder warrants to certain eligible persons, as follows: (i) PMB Markets Inc. will receive $6,300 and 48,461 finder warrants; (ii) Castlewood Capital Corp. will receive $28,000 and 215,384 finder warrants; (iii) Accilent Capital Management Inc. will receive $7,001.54 and 53,858 finder warrants; (iv) Haywood Securities Inc. will receive $3,166.80 and 24,360 finder warrants; (v) Canaccord Genuity Corp. will receive $8,190 and 63,000 finder warrants; and (vi) Ventum Financial Corp. will receive $7,007 and 53,900 finder warrants.
Each finder warrant will be exercisable for one common share of the company for a period of 24 months following the applicable closing date, at an exercise price of 11 cents per share for finder warrants issued in respect of units sold to purchasers introduced by the applicable finder and 13 cents per share for finder warrants issued in respect of FT units sold to purchasers introduced by the applicable finder. Payment of finders' fees remains subject to acceptance of the TSX Venture Exchange.
All securities issued pursuant to the second tranche, including any finder warrants, are subject to a statutory hold period expiring four months and one day after the closing date of the second tranche in accordance with applicable securities laws and the policies of the TSX-V. The offering remains subject to the final acceptance of the TSX-V.
Board changes
At the company's annual general and special meeting of shareholders held on Oct. 16, 2026, shareholders elected Dr. Deepak Malhotra and Zoran Pudar as new directors of the company. Dr. Malhotra has over 50 years of experience in the mining sector and has supported the development and operation of mineral processing projects internationally. He serves as a director of several resource companies and holds a PhD in mineral economics from the Colorado School of Mines. Mr. Pudar brings 40 years of mining industry experience, including the evaluation, exploration and development of mineral projects in the Americas, Europe, Asia and the Pacific Rim. He has served as exploration manager of Mako Mining Corp. for more than five years and holds a BSc from the University of Tuzla.
Darcy Vis and Stephen Soock did not stand for re-election at the meeting. The company wishes to thank Mr. Soock for his contributions and service to the company and wishes him well in his future endeavours. Mr. Vis will continue to act as vice-president, exploration, for the company.
Following the meeting, the board of directors of the company appointed Gordana Slepcev as an additional director of the company. Ms. Slepcev, MSc, PEng, is a professional mining engineer with more than 25 years of international experience in the mining industry. She has a proven record of developing, building and leading safe, efficient and sustainable mining operations across a range of commodities, including gold, base metals, coal and critical minerals.
Throughout her career, Ms. Slepcev has held senior leadership roles in operations, project development and project financing. Most recently, she served for five years as chief operating officer, president and chief executive officer of Lomiko Metals Inc., leading the advancement of critical mineral projects that support the growing battery material sector. Following the company's acquisition by Global Battery Materials, she has continued to support the transition of both the company and its projects.
Previously, Ms. Slepcev served as chief operating officer of BMSI, where she led the restart of a barite reprocessing facility, managed EPCM contractors and oversaw environmental remediation initiatives. Prior to that, as chief operating officer of Anaconda Mining, she was responsible for the company's operations and played a key role in advancing the Goldboro gold project.
Recognized for her strong operational leadership and collaborative approach, Ms. Slepcev has extensive experience working with government regulators, indigenous communities, investors and industry partners to advance responsible resource development. She holds a master of science in mining engineering from the University of Belgrade and is a registered professional engineer.
Following these changes, the board consists of Barry Miller, Allan Fabbro, Christopher Kelly, Dr. Malhotra, Mr. Pudar and Ms. Slepcev.
Fishpot option first anniversary payment
The company has made the first anniversary payment required under the option agreement, dated Oct. 16, 2025, between the company and Golden Tiger Minerals Inc., a company controlled by Mr. Miller, a director of the company, pursuant to which the company has the right to acquire an up-to-100-per-cent legal and beneficial interest in all of the title and interest in the Fishpot property subject to a 2-per-cent net smelter return royalty. The first anniversary payment consisted of a cash payment of $25,000 and the issuance of one million common shares of the company to Golden Tiger.
Grant of stock options
The company has granted an aggregate of 1.5 million incentive stock options to directors, officers and consultants of the company. Of these options, 200,000 are exercisable for a period of two years, 200,000 are exercisable for a period of three years and 1.1 million are exercisable for a period of five years. All options are exercisable at a price of 11 cents per common share, vest immediately and are subject to the acceptance of the TSX Venture Exchange.
About
Goldinxs Mining Corp.
Goldinxs is a Canadian mineral exploration company focused on discovering and advancing a high-quality gold and copper project in central British Columbia. The company's flagship asset is the Fishpot property, a large epithermal gold system in central British Columbia with Blackwater-style exploration potential and in the same region as Artemis Gold's Blackwater mine and Evolution Mining's optioned Clisbako property. The company is listed on the TSX-V under the symbol INXS and on the OTCQB Venture Market under the symbol INXGF, and is led by an experienced management and technical team committed to disciplined exploration and value creation for shareholders.
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