Ongold Resources increases financing to $9.3-million

Mr. Kyle Stanfield reports ONGOLD ANNOUNCES UPSIZE OF BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $9.3 MILLION Ongold Resources Ltd., as a result of strong investor demand, has increased the size of its previously announced bought deal private placement from gross proceeds of approximately $7,700,137 to gross proceeds of $9,300,042. Pursuant to the upsized offering, the company and Paradigm Capital Inc., as lead underwriter and sole bookrunner, and Cormark Securities Inc. and Agentis Capital Partners will complete the offering, consisting of the following common shares of Ongold: 2,590,700 common shares (the Ontario FT (flow-through) shares) that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and will also qualify as eligible Ontario exploration expenditures as defined in Subsection 103(4) of the Taxation Act 2007 (Ontario), at a price of 96.5 cents per Ontario FT share, for gross proceeds of $2,500,025.50; 3,374,300 common shares (the Manitoba FT shares) that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the tax act) and will also qualify as flow-through mining expenditures within the meaning of Subsection 11.7(1) of the Income Tax Act (Manitoba), at a price of $1.095 per Manitoba FT share, for gross proceeds of $4,100,008.50; 3,970,600 common shares (the HD (hard-dollar) shares), at a price of 68 cents per HD share, for gross proceeds of $2,700,008. The company will use an amount equal to the gross proceeds received by the company from the sale of the FT shares, pursuant to the provisions in the tax act to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the tax act), of which: (i) for eligible Ontario subscribers, an amount equal to the gross proceeds received by the company from the sale of the Ontario FT shares will also qualify as Ontario exploration expenditures as defined in Subsection 103(4) of the Ontario tax act in respect of the company's exploration properties in Ontario; and (ii) for eligible Manitoba subscribers, an amount equal to the gross proceeds received by the company from the sale of the Manitoba FT shares will also qualify as flow-through mining expenditures within the meaning of Subsection 11.7(1) of the Manitoba tax act in respect of the company's exploration properties in Manitoba, 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, in an aggregate amount of not less than the gross proceeds from the sale of the FT shares. The gross proceeds from the sale of the HD shares are anticipated to be used toward working capital and general corporate purposes. The use of proceeds is further described in the amended offering document (as defined below). Subject to compliance with applicable regulatory requirements, the offered shares will be offered to purchasers resident in all provinces of Canada (excluding Quebec) pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended and supplemented by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The offered shares sold pursuant to the listed issuer financing exemption in Canada will not be subject to resale restrictions under applicable Canadian securities laws. The offered shares may be offered or resold outside of Canada in offshore jurisdictions as permitted and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. There is an amended offering document related to the upsized offering that is available to be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this amended offering document before making an investment decision. The upsized offering is expected to close on or about Oct. 1, 2025, and is subject to the company receiving all necessary regulatory approvals, including the approval from the TSX Venture Exchange. About Ongold Resources Ltd. Ongold Resources owns significant exploration assets in Northern Ontario and Northern Manitoba, including the district-scale Monument Bay gold-tungsten project, the TPK project, the Domain gold project and the October gold project. These projects represent a strategic footprint in some of Canada's most prolific gold-producing regions. We seek Safe Harbor.