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Vancouver, British Columbia--(Newsfile Corp. - April 16, 2025) - Sitka Gold Corp. (TSXV: SIG) ("Sitka" or the "Company") is pleased to announce it has closed its previously announced "bought deal" brokered private placement and a non-brokered private placement for aggregate gross proceeds of $11,862,243. The Brokered Offering was led by Beacon Securities Limited on behalf of a syndicate of underwriters including Agentis Capital Markets Limited Partnership, Paradigm Capital Inc. and Cormark Securities Inc. (collectively, the "Underwriters"), consisting of 14,705,882 common shares that will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "FT Shares") of the Company at a price of $0.68 per FT Share for gross proceeds of $10,000,000. The Non-Brokered Offering was comprised of 2,738,593 FT Shares issued at a price of $0.68 per FT Share for gross proceeds of $1,862,243.
The Company will use an amount equal to gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's RC Gold Project in the Yukon Territory, Canada on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025.
The FT Shares issued under the Brokered Offering were issued on a private placement basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), and as such will not be subject to resale restrictions under applicable Canadian securities laws. The FT Shares issued under the Non-Brokered Offering were offered by way of the accredited investor exemptions provided under section 2.3 of NI 45-106 and are subject to a four-month hold period from the closing date of the Non-Brokered Offering under applicable Canadian securities laws.
In connection with the Brokered Offering, the Company (i) paid to the Underwriters a cash commission of $600,000; and (ii) issued to the Underwriters 882,352 compensation options (each, a "Compensation Option"). Each Compensation Option entitles the holder thereof to acquire one common share of the Company at a price of $0.68 for a period of 24 months from the closing date of the Brokered Offering. The Compensation Options will be subject to a four month hold period under applicable Canadian securities laws. No finder's fees were paid in connection with the Non-Brokered Offering.
The Brokered Offering and Non-Brokered Offering are each subject to the final approval of the TSX Venture Exchange.
The securities offered pursuant to the Brokered Offering and the Non-Brokered Offering have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
About Sitka Gold Corp. Sitka Gold Corp. is a well-funded mineral exploration company headquartered in Canada with over $25 million in its treasury and no debt. The Company is managed by a team of experienced industry professionals and is focused on exploring for economically viable mineral deposits with its primary emphasis on gold, silver and copper mineral properties of merit. Sitka is currently advancing its 100% owned, 431 square kilometre flagship RC Gold Project located within the Tombstone Gold Belt in the Yukon Territory. The Company is also advancing the Alpha Gold Project in Nevada and currently has drill permits for its Burro Creek Gold and Silver Project in Arizona and the Coppermine River Project in Nunavut.
*For more detailed information on the Company's properties please visit our website at www.sitkagoldcorp.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF SITKA GOLD CORP.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements about the tax treatment of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds of the Brokered Offering and the Non-Brokered Offering, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions and the Company's anticipated work programs.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will use the proceeds of the Brokered Offering and Non-Brokered Offering as anticipated; that the Company will receive all necessary approvals in respect of the Brokered Offering and Non-Brokered Offering, market uncertainty, changes to the Company's business plans and exploration targets and the results of the Company's anticipated work programs.
Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, among other things, that the Company will use the proceeds of the Brokered Offering and Non-Brokered Offering as anticipated; and that the Company will receive the final approval of the TSX Venture Exchange in respect of the Brokered Offering and the Non-Brokered Offering.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
