Gold Runner Exploration to issue 920,000 units for debt

Mr. Chris Wensley reports GOLD RUNNER EXPLORATION ANNOUNCES ISSUANCE OF SHARES IN LIEU OF CASH PAYMENT FOR DEBT Gold Runner Exploration Inc. has settled certain debts owed by the company by the issuance of securities, subject to Canadian Securities Exchange approval. The company will issue securities to certain directors and officers and a vendor of the company in lieu of paying cash that is owed to these individuals. Pursuant to the securities-for-debt transaction and subject to Canadian Securities Exchange approval, an aggregate of 920,000 units will be issued as follows: 800,000 units to directors and officers of the company in lieu of paying management and director fees that were accrued by these individuals for their services rendered to the company; and 120,000 units to a third party vendor for fees accrued by the company. Each unit issued pursuant to the securities-for-debt transactions consists of one common share of the company and one-half common share purchase warrant of the company, and each whole warrant is exercisable into one common share of the company at a price of 30 cents for a term of three years from the date of issuance. The participation by the insiders in the securities for debt is considered a related party transaction as defined for the purposes of Multinational Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction is exempt from the formal valuation and minority-approved requirements pursuant to sections 5.5(a)and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the contemplated securities being issued to directors and officers of the company nor the proceeds for such securities received by the company will exceed 25 per cent of the company's market capitalization, as calculated in accordance with MI 61-101. The company did not file a material change report at least 21 days prior to completion of the securities-for-debt transactions as the details of the participation by the related party had not been determined at that time. The securities-for-debt transactions do not result in any new insider or control person of the company. None of the securities offered in connection with the securities-for-debt transactions will be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States. About Gold Runner Exploration Inc. Gold Runner Exploration is an experienced exploration company focused on the exploration and development of its portfolio of gold and silver properties located in prolific mining districts of Canada and the United States. The Rock Creek gold project is Gold Runner's flagship asset, with 74 unpatented lode mining claims wholly owned and controlled by the company. Emboldened by the results coming out of Rock Creek, the company strategically expanded the land position with the acquisitions of the nearby Dry Creek prospect and the Falcon silver-gold prospect in September, 2022. Between the three properties, all targeting similar mineralization and likely the same hydrothermal system, Gold Runner Exploration now holds 239 total claims in close proximity to one another. These three gold prospects are situated in a region with proven world-class gold deposits (including Midas, Jerritt Canyon, Betze-Post, Meikle and Gold Quarry), where the potential of finding large, high-grade gold-silver deposits is favourable. Gold Runner also holds a 10-per-cent carried interest in the Cimarron project, located in the San Antonio Mountains of Nye county, Nevada, and comprising 31 unpatented lode mining claims, including control of six historically producing claims associated with the historic San Antonio mine. The property is located in the prolific Walker Lane trend, approximately 44 kilometres south of the world-class Round Mountain deposit. We seek Safe Harbor.