Endurance Gold Completes Oversubscribed LIFE Private Placement of Flow-Through Units and Units for Aggregate Gross Proceeds of Approximately C$8.3 Million

March 11, 2026 9:03 AM EDT | Source: Endurance Gold Corporation

Vancouver, British Columbia--(Newsfile Corp. - March 11, 2026) - Endurance Gold Corporation (TSXV: EDG) ("Endurance" or the "Company") announces that it has completed its previously announced best efforts private placement (the "Offering") for aggregate gross proceeds to the Company of $8,342,082.50, pursuant to which the Company sold: (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 $4,000,017.50 and (ii) 6,680,100 units of the Company (the "HD Units") at a price of $0.65 per HD Unit for gross proceeds of $4,342,065, which HD Units include the additional 526,250 HD Units issued on the partial exercise of the Agents' over-allotment option in connection with the Offering.

Each FT Unit consists of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"), each of which was issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each HD Unit consists of one Common Share and one-half of one Warrant. Each Warrant entitles the holder to purchase one non-flow through Common Share at a price of $0.90 at any time on or before March 11, 2028.

The Offering was completed pursuant to an agency agreement dated March 11, 2026 among the Company and a syndicate of agents led by Canaccord Genuity Corp. and Agentis Capital Markets (First Nations Financial Markets LP) as co-lead agents, and included Red Cloud Securities Inc. (collectively, the "Agents"). In consideration for their services, the Agents received an aggregate cash commission of C$457,232.35. Additionally, the Agents received, in aggregate, 568,410 broker warrants (the "Broker Warrants"), with each such Broker Warrant exercisable for one Common Share at a price of C$0.75 per Common Share at any time on or before March 11, 2028. The Offering remains subject to final acceptance of the TSX Venture Exchange ("TSXV").

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 of the Company dated February 19, 2026 (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.

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 were offered 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 "LIFE Exemption") to purchasers resident in Canada (other than Quebec) and in other qualifying jurisdictions outside of Canada, including the United States, that were mutually agreed to by the Company and the Agents, on a private placement basis, including pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933 (the "1933 Act"), as amended. The FT Units and the HD Units issued under the Offering to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The Broker Warrants issued to the Agents in connection with the Offering were issued pursuant to prospectus exemptions under NI 45-106 other than the LIFE Exemption and are subject to a four month hold period under applicable Canadian securities laws.

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 issued in connection with the Offering have not been and will not be registered under 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.

Related Party Transaction

Certain insiders of the Company (collectively, the "Related Parties") participated in and subscribed for an aggregate of 540,000 HD Units under the Offering. As a result, the Offering constituted a "related party transaction" within the meaning of Policy 5.9 of the TSXV and Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the formal valuation and minority shareholder approval requirements in respect of the Related Parties' participation in the Offering under MI 61-101, respectively, as, at the closing of the Offering, neither the fair market value of the securities issued in connection with the Offering, nor the fair market value of the consideration received by the Company therefor, insofar as it involved the Related Parties, exceeded 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering as details of the Related Parties' participation in the Offering had not been settled and the Company wished to complete the Offering in an expeditious manner. The HD Units purchased by the Related Parties are subject to a hold period expiring four months and one day after the date of issuance in accordance with the policies of the TSXV.

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 intended use of proceeds from the Offering; the receipt of all necessary regulatory and other approvals, including final 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; and 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288103

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Source: Endurance Gold Corporation

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