Mr. Peter Tallman reports
KLONDIKE GOLD CLOSES $1,518,339 PRIVATE PLACEMENT
Klondike Gold Corp. has closed a non-brokered private placement financing, raising $1,518,339.50, of which $185,019.50 is flow through.
In closing the private placement, the company issued 2,176,700 flow-through units at a price of 8.5 cents per flow-though unit, with each flow-through unit comprising one common share (which is a flow-through share for Canadian income tax purposes) and one-half of one common share purchase warrant. The company further issued 17,777,600 units at a price of 7.5 cents per unit, with each unit comprising one common share and one common share purchase warrant.
A total of 18,865,950 share purchase warrants issued in connection with the private placement are exercisable at a price of 12 cents per share until April 14, 2027.
All securities issued in connection with the private placement are subject to a four-month-and-one-day statutory hold period expiring on Aug. 15, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Three insiders of the company participated in the private placement and acquired an aggregate of 588,200 flow-through units and 6,463,300 units. The purchases by these insiders constitute related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the units issued to and the consideration paid by the insiders did not exceed 25 per cent of the company's market capitalization. No new insiders were created, nor any change of control occurred, as a result of closing the private placement.
The company intends to use the proceeds from the financing to continue exploration and development of the company's Yukon properties as well as for general working capital.
Peter Tallman, president and chief executive officer of Klondike, stated: "We appreciate the significant participation and support in this financing from long-term shareholders, local commercial partners, key advisers, management and directors. Importantly, this funding enables us to move forward immediately with our 2025 exploration program, which our team has been planning in detail throughout the winter."
Early warning disclosure
Mr. Tallman acquired 6.33 million shares and 6.33 million warrants of pursuant to the private placement of the company. Prior to the private placement, Mr. Tallman owned an aggregate of 21,203,403 common shares, representing 9.85 per cent of the issued and outstanding shares of the company. In addition Mr. Tallman also held 3.8 million options and 11,448,333 warrants, representing 15.98 per cent on a partially diluted basis. Immediately following the closing of the private placement, Mr. Tallman directly or indirectly holds 27,533,403 common shares, 17,778,333 warrants and 3,800,000 stock options, representing 11.71 per cent the common shares of the company (19.13 per cent on a partially diluted basis). As the number of shares held by Mr. Tallman exceeds 10 per cent of the issued and outstanding shares of the company, Mr. Tallman intends to file a report on SEDAR+ pursuant to National Instrument 62-103F1 (early warning report) as required. A copy of the report will be available at SEDAR+.
Frank Giustra indirectly acquired 2,666,000 shares and 2,666,000 warrants pursuant to the private placement of the company. Prior to the private placement, Mr. Giustra owned an aggregate 15,856,803 common shares of the company, representing 7.37 per cent on a undiluted and diluted and basis. Immediately following the closing of the private placement, Mr. Giustra directly or indirectly holds 18,522,803 common shares and 2,666,000 warrants, representing 7.88 per cent of the outstanding common shares of the company (7.41 per cent on a partially diluted basis). Mr. Giustra no longer holds common shares representing over 10 per cent of the outstanding shares of Klondike Gold due to dilution. Mr. Giustra intends to file a report on SEDAR+ pursuant to NI 62-103F1 (early warning report) as required to terminate his filing requirements. A copy of the report will be available at SEDAR+.
The acquisitions of the shares and warrants by Mr. Tallman and Mr. Giustra were made for investment purposes. Depending on market and other conditions, the acquirors may, from time to time, in the future, increase or decrease their respective ownership, control or direction over securities of the company through market transactions, private agreements or otherwise.
About Klondike Gold Corp.
Klondike Gold is a Vancouver-based gold exploration company advancing its 100-per-cent-owned Klondike district gold project, located at Dawson City, Yukon, one of the top mining jurisdictions in the world. The Klondike district gold project targets gold associated with district-scale orogenic faults along the 55-kilometre length of the famous Klondike goldfield placer district. Multikilometre gold mineralization has been identified at both the Lone Star zone and Stander zone, among other targets. The company has identified a mineral resource estimate of 469,000 indicated gold ounces and 112,000 inferred gold ounces, a milestone first for the Klondike district. The company also retains a 10-per-cent production royalty on the active Montana Creek placer property, with payments capped at $9.5-million in total over six years. The company is focused on exploration and development of its 729-square-kilometre property accessible by scheduled airline and government-maintained roads located on the outskirts of Dawson City, Yukon, within the Tr'ondek Hwech'in First Nation traditional territory.
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