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Sitka Gold Closes $28.5 Million Financing

Date/time : 2025-10-30 12:22 PM
Symbol :

SIG

Company : Sitka Gold Corp.
Price : 1.07
Market cap : 414,611,060
O/S : 387,486,972
Exchange :

TSXV

Industry :

Gold

Full story

Sitka Gold Closes $28.5 Million Financing

Vancouver, British Columbia--(Newsfile Corp. - October 30, 2025) - Sitka Gold Corp. (TSXV: SIG) ("Sitka" or the "Company") is pleased to announce it has closed its previously announced "bought deal" brokered private placement (the "Brokered Offering") and a concurrent non-brokered private placement (the "Non-Brokered Offering") for aggregate gross proceeds of $28,552,402 (collectively, the "Offering"). The Brokered Offering was comprised of 16,235,000 charity flow-through common shares (each, a "FT Share") issued at a price of $1.54 per FT Share for gross proceeds of $25,001,900. The Non-Brokered Offering was comprised of 2,305,521 FT Shares issued at a price of $1.54 per FT Share for gross proceeds of $3,550,502. Each of the FT Shares were issued as part of a charity arrangement and will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act").

The Brokered Offering was led by Beacon Securities Limited on behalf of a syndicate of underwriters including Cormark Securities Inc., Agentis Capital Markets (First Nations Financial Markets Limited Partnership), Canaccord Genuity Corp., BMO Capital Markets, Paradigm Capital Inc., and Desjardins Capital Markets. (collectively, the "Underwriters").

The Company will use an amount equal to the gross proceeds from the sale of the FT Shares to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's RC Gold Project in the Yukon Territory, Canada on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025.

An aggregate of 12,988,000 FT Shares issued under the Brokered Offering were offered on a private placement basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and as such will not be subject to resale restrictions under applicable Canadian securities laws. An aggregate of 3,247,000 FT Shares issued under the Brokered Offering and all of the FT Shares comprising the Non-Brokered Offering were offered pursuant to other applicable exemptions provided under NI 45-106 and are subject to a four-month hold period from the closing date of the Offering under applicable Canadian securities laws. The Offering is subject to the final approval of the TSX Venture Exchange.

In connection with the Brokered Offering, the Company (i) paid to the Underwriters a cash commission of $1,500,114, and (ii) issued to the Underwriters 974,000 compensation options (each, a "Compensation Option"). Each Compensation Option entitles the holder thereof to acquire one common share of the Company at a price of $1.54 for a period of 24 months from the closing date of the Offering. The Compensation Options will be subject to a four month hold period under applicable Canadian securities laws. No finder's fees were paid in connection with the Non-Brokered Offering.

Traditional FT Offering

The Company also announces that it intends to complete a non-brokered financing with certain existing strategic investors of 1,500,000 common shares that will qualify as "flow-through" shares within the meaning of the Tax Act (the "Traditional FT Shares") offered at a price of $1.37 per Traditional FT Share for gross proceeds of $2,055,000 (the "Traditional FT Offering"). All proceeds raised under the Traditional FT Offering will be used to incur Qualifying Expenditures related to the Company's RC Gold Project in the Yukon Territory, Canada on or before December 31, 2026.

All securities issued under the Traditional FT Offering will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable securities laws. Completion of the Traditional FT Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities offered pursuant to the Offering and the Traditional FT Offering have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About Sitka Gold Corp.

Sitka Gold Corp. is a well-funded mineral exploration company headquartered in Canada with over $43 million in its treasury and no debt. The Company is managed by a team of experienced industry professionals and is focused on exploring for economically viable mineral deposits with its primary emphasis on gold, silver and copper mineral properties of merit. Sitka is currently advancing its 100% owned, 431 square kilometre flagship RC Gold Project located within the Tombstone Gold Belt in the Yukon Territory. The Company is also advancing the Alpha Gold Project in Nevada and currently has drill permits for its Burro Creek Gold and Silver Project in Arizona and the Coppermine River Project in Nunavut, all of which are 100% owned by Sitka.

*For more detailed information on the Company's properties please visit our website at www.sitkagoldcorp.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF SITKA GOLD CORP.

"Donald Penner"
President and Director

For more information contact:

Donald Penner
President & Director
778-212-1950
dpenner@sitkagoldcorp.com

or 

Cor Coe
CEO & Director
604-817-4753
ccoe@sitkagoldcorp.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary and Forward-Looking Statements

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding: the tax treatment of the FT Shares and Traditional FT Shares; the timeline that the Company will renounce all Qualifying Expenditures in favour of the subscribers of the Offering and Traditional FT Offering; the use of proceeds of the Offering and the Traditional FT Offering; discussions of future plans, including the completion of the Traditional FT Offering, and estimates and forecasts and statements as to management's expectations and intentions and the Company's anticipated work programs.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, among other things, that: the Company's planned exploration activities will be completed in a timely manner; the timing to incur and renounce Qualifying Expenditures will be as currently anticipated; the Company will use the proceeds of the Offering and Traditional FT Offering as anticipated; the Company will receive the necessary regulatory approvals with respect to the Offering and Traditional FT Offering; and the Company will complete the Traditional FT Offering.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks include, among others: the risk that the Company will not be able to use the proceeds of the Offering and Traditional FT Offering as anticipated; the risk that the Company will not receive the necessary approvals in respect of the Offering and the Traditional FT Offering; risks relating to the tax treatment of FT Shares and Traditional FT Shares and the timing to incur and renounce Qualifying Expenditures; the risk that the Company will not close the Traditional FT Offering on the timeline expected by management, or at all; risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272544