Gold Strike signs deal to acquire three Yukon projects

Executive Summary

• Gold Strike Resources Corp. entered into an asset purchase agreement to acquire three contiguous gold projects (Florin, FLR, and RJ) from Lireca Resources Inc. and Florin Resources Inc. for aggregate consideration of approximately $34 million CAD.
• Concurrently, the company completed a $15 million bought-deal private placement financing to fund the transaction, pay expenses, and support exploration.
• The acquisition adds a defined 2.507 million ounce inferred gold resource at the Florin deposit to Gold Strike’s portfolio, significantly consolidating its land position in the Tombstone Gold Belt, Yukon.

Key Details

• Transaction Structure & Consideration:
  • Total consideration: ~$34 million CAD.
  • Equity Component: 43,636,363 common shares issued to Lireca Group at a deemed price of $0.55 per share.
  • Cash Component: $10 million total, paid as follows:
    • $5 million on closing.
    • $2.5 million at 12 months post-closing.
    • $2.5 million at 24 months post-closing.
  • Royalty Component: Net Smelter Return (NSR) royalties granted on all three projects (see below).
• Assets Acquired:
  • Florin Gold Project: 500 quartz claims (~89 sq km).
  • FLR Gold Project: 838 quartz claims (~165 sq km).
  • RJ Gold Project: 349 quartz claims (~66 sq km).
  • Total land package: 1,687 claims covering ~320 sq km.
• Florin Deposit Resource Estimate:
  • Effective Date: December 5, 2025.
  • Category: Inferred.
  • Tonnes: 162,783,000 tonnes.
  • Grade: 0.48 g/t Au.
  • Gold Content: 2,507,000 ounces.
  • Cut-off: 0.30 g/t Au.
  • Status: Resource is open laterally and at depth; 80% of the prospective geological trend remains untested.
• Financing Details:
  • Type: Bought-deal private placement.
  • Gross Proceeds: $15,000,150 CAD.
  • Units Sold: 27,273,000 subscription receipts at $0.55 per unit.
  • Underwriters: ATB Capital Markets Corp. and Canaccord Genuity Corp.
  • Overallotment Option: Up to 9,091,000 additional units for up to $5,000,050 CAD.
  • Warrants: Each unit includes one warrant exercisable at $0.75/share for 36 months.
  • Commission: 7.0% cash commission (reducible to 3.0% for president list investors).
  • Use of Proceeds: Pay consideration cash, transaction expenses, exploration/development, and working capital.
• Royalty Terms (NSR):
  • Florin Project: 3% NSR on unencumbered claims; 1% NSR on encumbered claims.
    • Buydown option: Reduce unencumbered NSR by 1% increments (down to 1%) for $1M USD or 500 oz gold per step.
    • Buydown option: Reduce encumbered NSR from 1% to 0.5% for $500,000 USD or 250 oz gold.
    • Pre-existing 2% third-party NSR on encumbered claims (reducible to 0.5% via $1.75M USD payments).
  • FLR Project: 3% NSR, reducible to 1% via $1M USD or 500 oz gold per 1% step.
  • RJ Project: 3% NSR, reducible to 1% via $1M USD or 500 oz gold per 1% step.
  • Annual Advance Royalty: $20,000 USD or 7 oz gold (whichever is greater) per project annually until production.
  • Bonus Payments: $1M USD or 250 oz gold for every million ounces of gold delineated in future resource estimates (excluding the current inferred resource).
• Closing Conditions:
  • Minority shareholder approval required.
  • TSX-V approval.
  • Completion of the $15M offering.
  • Expected closing: Q2 2026.
• Related Party Status:
  • Transaction is a related party transaction under MI 61-101.
  • Exemption from formal valuation relied upon; minority shareholder vote required.
  • Does not constitute a change of control or reverse takeover.