Gold Strike closes $15.99M first tranche of offering

Executive Summary

• Gold Strike Resources Corp. has closed the initial tranche of its bought-deal private placement of subscription receipts, raising approximately $16 million in gross proceeds.
• The financing is directly linked to the company's proposed acquisition of the Florin, FLR, and RJ gold projects, with proceeds held in escrow until acquisition conditions are met.
• A second tranche is expected to close around April 7, 2026, and the company plans to commence a 10,000-metre drill program at the Florin project in June 2026.

Key Details

• Transaction Structure: Bought-deal private placement of subscription receipts.
• Underwriters: ATB Capital Markets Corp. and Canaccord Genuity Corp.
• Tranche 1 Volume: 29,090,773 subscription receipts issued.
• Price: 55 cents per subscription receipt.
• Gross Proceeds (Tranche 1): $15,999,925.15 (includes partial exercise of overallotment option).
• Additional Committed Capital: Over $1 million in additional committed subscriptions for a second tranche.
• Second Tranche Timeline: Expected to close on or about April 7, 2026.
• Use of Proceeds: Pay cash consideration for the acquisition of Florin, FLR, and RJ gold projects; pay transaction expenses; advance exploration/development of acquired projects; working capital and general corporate purposes.
• Escrow Arrangement: Gross proceeds (less 50% of cash commission and certain expenses) deposited with Computershare Trust Company of Canada. Funds released upon satisfaction of escrow release conditions, including satisfaction/waiver of acquisition conditions.
• Underwriter Compensation (Tranche 1):
  • Cash Commission: $872,104.77 (7.0% of gross proceeds; reduced to 3.0% for sales to investors on the president's list).
  • Payment Terms: 50% paid immediately; remaining 50% held in escrow and payable upon satisfaction of escrow release conditions.
  • Compensation Options: 1,585,644 non-transferable options granted to underwriters upon satisfaction of escrow release conditions.
  • Option Terms: Exercisable for one common share at the issue price (55 cents) for a period of three years following satisfaction of escrow release conditions.
  • Option Volume Calculation: Equal to 7.0% of subscription receipts issued (reduced to 3.0% for president's list sales).
• Statutory Hold Period: Four months plus one day, expiring on July 26, 2026.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.
• Related M&A: Acquisition of Florin gold project, FLR gold project, and RJ gold project from Lireca Resources Inc. and Florin Resources Inc. pursuant to a purchase agreement dated March 2, 2026.
• Operational Update: CEO Peter Miles announced engagement of contractors for an approximate 10,000-metre drill program at the Florin project (infill and exploration), expected to commence around June 15, 2026, subject to acquisition closing. Sampling and geophysical programs are also planned for Gold Strike One and Two, RJ, and FLR claim groups.

Notable Quotes

• "We are pleased to announce the closing of the initial tranche of our bought deal financing, which reflects strong investor confidence in our transformational acquisition of the Florin, the FLR and the RJ gold projects." — Peter Miles, Chief Executive Officer