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Endurance Gold Corporation (TSXV:EDG,OTC:ENDGF) ("Endurance" or the "Company") announces today that it has entered into an agreement pursuant to which Canaccord Genuity Corp. and Agentis Capital Markets (First Nations Financial Markets LP) have agreed to act as co-lead agents, for and on behalf of a syndicate of agents (the "Agents"), in connection with a best efforts private placement of up to (i) 4,188,500 flow-through units of the Company (each, a "FT Unit") at a price of $0.955 per FT Unit, for gross proceeds of up to approximately $4,000,000 and (ii) 6,153,850 units of the Company (the "HD Units") at a price of $0.65 per HD Unit (the "HD Offering Price") for gross proceeds of up to approximately $4,000,000 (collectively the "Offering").
Each FT Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant a "Warrant"), each of which will be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Warrant shall entitle the holder to purchase one non-flow through common share of the Company at a price of $0.90 at any time on or before that date which is 24 months after the Closing Date (as herein defined).
The Company will grant the Agents an option (the "Over-Allotment Option") to sell up to that number of additional HD Units at the offering price of the HD Units under the Offering as equal to 15% of the number of HD Units and FT Units issued in connection with the Offering. The Over-Allotment Option shall be exercisable at any time up to 48 hours prior to the 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 Units, pursuant to the Tax Act, to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's projects in Canada as more fully described in the offering document, on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the initial subscribers of the FT Units effective December 31, 2026. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2026 for each FT Unit purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each initial subscriber of the FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures or as a result of the reduction as agreed.
The net proceeds from the sale of HD Units will be used for drilling, exploration and testing at the Reliance Gold Project and working capital and general corporate purposes as more fully described in the offering document.
The Offering is expected to close on or about March 11, 2026, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the conditional approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the FT Units and HD Units will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://endurancegold.com/. Prospective investors should read this offering document and other documents on the Company's SEDAR+ profile before making an investment decision.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act.
Endurance Gold Corporation is a company focused on the acquisition, exploration and development of highly prospective North American mineral properties.
On Behalf of the Board of Directors
Robert Boyd, President & CEO, Endurance Gold Corporation
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information, please contact:
Endurance Gold Corporation www.endurancegold.com
Toll Free: (877) 624 2237, info@endurancegold.com
Forward-Looking Statements
The information contained herein contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the intended use of proceeds from the Offering; the exercise of the Over Allotment Option; the anticipated date for closing of the Offering; the receipt of all necessary regulatory and other approvals, including approval of the TSX Venture Exchange; the expected incurrence by the Company of eligible Canadian exploration expenses that will qualify as flow-through mining expenditures; and other expected tax implications in respect of the Offering; the renunciation by the Company of the Canadian exploration expenses to each initial subscriber of FT Units by no later than effective December 31, 2026. Generally, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of gold and other commodities, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: changes in the Company's share price, future prices and the supply of metals, the future demand for metals, negative operating cash flow and dependence on third party financing; uncertainty of additional financing; aboriginal title and consultation issues; reliance on key management and other personnel; actual results of exploration activities being different than anticipated; changes in exploration programs based upon results; availability of third party contractors; availability of equipment and supplies; failure of equipment to operate as anticipated; accidents; effects of weather and other natural phenomena and other risks associated with the mineral exploration industry; general business, economic, competitive, political and social uncertainties, environmental risks; changes in laws and regulations; community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the Company's filings with the Canadian securities regulators and available under the Company's profile on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
