Mr. Brock Colterjohn reports

ONYX GOLD ANNOUNCES CLOSING OF FINAL TRANCHE OF PRIVATE PLACEMENT

Further to the news releases dated Feb. 26, 2024, and March 20, 2024, Onyx Gold Corp. has upsized and closed the final tranche of its non-brokered private placement of securities for aggregate gross proceeds of $1,507,849.

Pursuant to the offering, the company issued 3,777,829 premium flow-through shares at a price of 27 cents per premium FT share for gross proceeds of $1,020,014 and 2,269,000 traditional flow-through shares at a price of 21.5 cents per FT share for gross proceeds of $487,835. 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.

In connection with the offering, the company paid a total of $6,235 in cash commissions to certain arm's-length finders.

The securities offered in the final tranche are subject to a four-month-and-a-day transfer restriction from the date of issuance expiring on July 22, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

The offering remains subject to receipt of final TSX Venture Exchange approval and all other necessary regulatory approvals.

Multilateral Instrument 61-101

Certain directors of the company purchased or acquired direction and control over an aggregate of 50,000 premium FT shares and 75,000 FT shares in the offering, accounting for 3.39 per cent of the proceeds raised in the offering. The placement to the interested parties 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 parties' participation in the offering 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 offering as the details of the participation of the interested parties 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.