Gold Runner Exploration Announces Closing of Upsized Institutionally Supported Non-Brokered Private Placement Financing of Flow-Through Units and Charity Flow Through Units for $3.1 Million

Executive Summary

• Gold Runner Exploration closed a non‑brokered private placement raising approximately $3.1 million through the sale of 154,931 CMETC flow‑through units and 1,983,000 charity flow‑through units at $1.45 per unit.
• Each unit includes one common share and a warrant to purchase an additional share at $1.50 for up to 36 months, with a hold period of four months + one day.
• Net proceeds are earmarked to fully fund the 2026 exploration program on the Golden Girl Property in British Columbia, supporting drilling and follow‑up work through October 1 2029.

Key Details

• Units sold: 154,931 CMETC flow‑through units + 1,983,000 charity flow‑through units.
• Price per unit: $1.45 (both FT Units and Charity FT Units).
• Total gross proceeds: ≈ $3,100,000.
• Unit composition: 1 common share + 1 warrant (exercise price $1.50, 36‑month term).
• Hold period: 4 months + 1 day from issuance per Canadian securities law.
• Regulatory condition: Closing subject to CSE approval and other regulatory consents.
• Use of proceeds: Exploration of the Golden Girl Property (gold‑silver system, high‑grade grab samples up to 11.28 g/t Au, 3,262 g/t Ag, etc.). Funding sufficient for program through Oct 1 2029.
• Finder’s fees paid: $44,387.16 cash plus 42,837 broker warrants (exercisable at $1.50 per share for 36 months) to Leede Financial Inc., Research Capital Corp., Canaccord Genuity Corp., and Haywood Securities Inc.
• Tax benefits: Units qualify for the Critical Minerals Exploration Tax Credit (CMETC); flow‑through shares will be renounced to purchasers by Dec 31 2026.
• Previous financing: Total of $8,470,000 raised since Nov 28 2025; share count ~18 million, indicating a tight capital structure.

Notable Quotes

“Completion of this offering means that the 2026 Golden Girl exploration program is fully funded and is set to kick off in the coming months… We are very eager and excited to commence our summer exploration program, expand on the high‑grade results … and establish clearly defined and plentiful targets for follow‑up drilling of this brand new discovery.” – Chris Wensley, CEO & Director

Materiality Assessment: Material – Positive (significant financing that fully funds a major exploration program).