Ongold closes private placement for $9.3-million

Mr. Kyle Stanfield reports ONGOLD CLOSES UPSIZED $9.3 MILLION BOUGHT DEAL PRIVATE PLACEMENT Ongold Resources Ltd. has completed its previously announced upsized private placement for aggregate gross proceeds of $9,300,042. The offering consisted of the issuance and sale of: (i) 2,590,700 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and 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; (ii) 3,744,300 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the tax act and flow-through mining expenditures as defined in 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; and (iii) 3,970,600 common shares of the company at a price of 68 cents per hard-dollar share for gross proceeds of $2,700,008.00. The offering was completed on a bought deal private placement basis, with Paradigm Capital Inc. acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Cormark Securities Inc. and Agentis Capital Partners. In connection with the offering, the company paid the underwriters a cash commission equal to 6 per cent of the gross proceeds of the offering and also issued to the underwriters an aggregate of 309,168 non-transferable compensation options of the company. Each compensation option entitles the holder to acquire one common share of the company at the price of 68 cents per common share for a period of 24 months from the date of closing of the offering. 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 net proceeds from the sale of the HD shares are expected to be used toward working capital and general corporate purposes. The use of proceeds is further described in the amended and restated offering document related to the offering dated Sept. 15, 2025, which is available under the company's profile on SEDAR+ and on the company's website. Subject to compliance with applicable regulatory requirements, the offered shares were 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 are not subject to resale restrictions under applicable Canadian securities laws. Insiders of the company participated in the offering, which constitutes a related-party transaction under Multilateral Instrument 61 101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation requirement under Section 5.5(a) and the minority shareholder approval requirement under Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to related parties nor the consideration paid by such parties exceeds 25 per cent of the company's market capitalization. To the knowledge of the company, no formal valuation has been obtained in respect of the company or any of its securities in the 24 months prior to the date hereof. The offering, including insider participation, was approved by the disinterested directors of the company. A material change report in respect of the related-party transaction will be filed by the company, but was not filed at least 21 days prior to the closing of the offering due to the company's determination that it was necessary to complete the offering on an expedited basis for sound business reasons. The offering remains subject to the final approval of the TSX Venture Exchange. About Ongold Resources Ltd. Ongold 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.