Onyx Gold closes $20-million bought deal offering

Mr. Brock Colterjohn reports ONYX ANNOUNCES CLOSING OF BROKERED FINANCING FOR $20 MILLION Onyx Gold Corp. has closed its previously announced bought deal private placement of: (a) 4.74 million common shares of the company that qualify as flow-through shares (within the meaning of Subsection 66(15) of the tax act (as defined below)) at a price of $2.11 per FT share for aggregate gross proceeds of $10,001,400; and (b) 6,665,733 non-flow-through common shares of the company at a price of $1.50 per hard-dollar share for aggregate gross proceeds of $9,998,599.50, for total gross proceeds of $19,999,999.50 pursuant to the offering, inclusive of the option (as defined below). The offering was led by Cormark Securities Inc., together with Canaccord Genuity Corp. on behalf of a syndicate of underwriters. The offering was completed pursuant to an underwriting agreement between the company and the underwriters dated Oct. 2, 2025. Under the underwriting agreement, the company granted the underwriters an option to further increase the size of the offering by up to an additional $2-million (through the issuance and sale of an additional number of FT shares, HD shares or a combination thereof), on the same terms and conditions as the offering. The company is pleased to announce that the option was exercised in full by the underwriters. Of the 6,665,733 HD shares issued in the offering, 1,333,333 HD shares were issued pursuant to the exercise of the option for gross aggregate proceeds of $1,999,999.50. The underwriters received a cash commission equal to 6 per cent of the gross proceeds of the offering, being $1,199,999.97. The company will use an amount equal to the gross proceeds from the sale of the FT shares, pursuant to the provisions in the Income Tax Act (Canada), to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the tax act) related to the company's projects in Ontario, on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the FT shares, effective Dec. 31, 2025. If the qualifying expenditures are reduced by the Canada Revenue Agency or the company is unable to renounce the qualifying expenditures, the company will indemnify each subscriber of FT shares, as applicable, for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures as agreed. The net proceeds from the sale of the HD shares will be used by the company for exploration of its mineral properties and general corporate purposes. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the FT shares and HD shares have been offered for sale to purchasers resident in all provinces of Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the Listed Issuer Financing Exemption) as amended and supplemented by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The FT shares and HD shares issued under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. An amended offering document related to the offering and the use by the company of the listed issuer financing exemption can be accessed under the company's profile on SEDAR+ and on the company's website. The non-brokered private placement The company is in the process of completing its previously announced non-brokered private placement priced at $2.43 per non-brokered FT share (as defined below) for gross aggregate proceeds of approximately $5.6-million, involving strategic investors. The non-brokered private placement will consist of the sale and issuance of 2.3 million common shares in the capital of the company that will each qualify as flow-through shares (within the meaning of Subsection 66(15) of the tax act), at a price of $2.43 per NB FT share, for aggregate gross proceeds of $5,589,000. The company expects to close the non-brokered private placement in the coming weeks. For further information regarding the non-brokered private placement, please see the news release of the company dated Sept. 17, 2025. About Onyx Gold Corp. Onyx Gold is a Canadian exploration company focused on well-established mining jurisdictions, with assets in Timmins, Ont., and Yukon territory. In Timmins, the company holds a 100-per-cent interest in a district-scale portfolio totalling more than 443 square kilometres across three projects: the Munro-Croesus gold property (109 square kilometres), Golden Mile (140 square kilometres) and Timmins South (194 square kilometres). All projects are accessible year-round through existing road networks and benefit from close proximity to regional infrastructure. In Yukon, Onyx controls four properties in the emerging Selwyn basin, an area of growing exploration significance following several recent discoveries. Guided by an experienced board and management team, Onyx Gold is dedicated to creating shareholder value through discovery, disciplined capital allocation, and a commitment to responsible and sustainable mineral exploration. We seek Safe Harbor.