Mr. Brock Colterjohn reports

ONYX GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to the news release dated Feb. 26, 2024, Onyx Gold Corp. has closed the first tranche of its non-brokered private placement of securities for aggregate gross proceeds of up to $1.5-million.

The first tranche was composed of all of the premium flow-through shares to be sold in the offering. The second tranche of traditional flow-through shares will close shortly. Under the first tranche, the company issued 3,777,829 premium FT shares at a price of 27 cents per premium FT share for aggregate gross proceeds of $1,020,014. No finders' fees were paid by the company in connection with the first tranche.

The securities offered in the first tranche are subject to a four-month-and-a-day transfer restriction from the date of issuance expiring on July 21, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The offering is composed of a combination of FT shares sold at a price of 21.5 cents per FT share and premium FT shares sold at a price of 27 cents per premium FT share. Each FT share and premium FT share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

The gross proceeds raised from the offering will be used for exploration activities in Ontario that will qualify as Canadian exploration expenses and flow-through mining expenditures (as such terms are defined in the tax act), which will be incurred on or before Dec. 31, 2025, and renounced with an effective date no later than Dec. 31, 2024, to the initial purchasers of FT shares and premium FT shares. The company may pay finders' fees composed of cash and securities in connection with the offering, subject to compliance with the policies of the TSX Venture Exchange.

The offering remains subject to receipt of TSX-V approval and all other necessary regulatory approvals.

Multilateral Instrument 61-101

A director of the company purchased or acquired direction and control over a total of 50,000 premium FT shares in the first tranche, accounting for 1.32 per cent of the proceeds raised in the first tranche. The placement to the interested party constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Notwithstanding the foregoing, the directors of the company have determined that the interested party's participation in the first tranche will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company did not file a material change report 21 days prior to the closing of the first tranche as the details of the participation of the interested party had not been confirmed at that time.

About Onyx Gold Corp.

Onyx Gold is an exploration company focused on well-established Canadian mining jurisdictions, with assets in Timmins, Ont., and Yukon territory. The company's extensive portfolio of quality gold projects in the greater Timmins gold camp includes the Munro-Croesus gold property, renowned for its high-grade mineralization, plus two additional earlier-stage large exploration properties, Golden Mile and Timmins South. Onyx Gold also controls four properties in the Selwyn basin area of Yukon territory, which is currently gaining significance due to recent discoveries in the area. Onyx Gold's experienced board and senior management team are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally and socially responsible mineral exploration.

We seek Safe Harbor.