Endurance GOLD Announces Non-Brokered Private Placement
ENDURANCE GOLD CORPORATION
Suite 1212 - 666 Burrard Street
Vancouver, B.C. V6C 2X8
Tel: (604) 682-2707 Toll Free: (877) 624-2237
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE 23 - 15 September 11, 2023
ENDURANCE GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Endurance Gold Corporation (EDG – TSX.V) (“Endurance or the “Company”) is pleased to announce that it intends
to complete a non-brokered private placement to raise gross proceeds of up to $2,500,000 (the “Offering”) through
the sale of up to 2.5 million units (each, a “Unit”) at $0.22 per Unit and up to 7.5 million flow-through shares (the
“FT Shares”) at $0.26 per FT Share. Each Unit will consist of one common share (each, a “Share”) and one-half non-
transferable common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to purchase
one additional Share of the Company at an exercise price of $0.42 for a period of two years from the date of issuance
thereof. Each FT Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income
Tax Act (Canada). The Offering is not subject to any minimum aggregate subscription.
The Company will use an amount equal to the gross proceeds received from the sale of the FT Shares , pursuant to
the provisions in the Income Tax Act (Canada) (the “ Qualifying Expenditures”) related to the Company’s Reliance
Project in British Columbia and/or other projects in Canada , on or before December 31, 2024, and to renounce all
the Qualifying Expenditures in favour of subscribers of the FT Shares effective December 31, 2023. Proceeds raised
from the sale of the Units will be used by the Company for exploration activities and for general corporate purposes.
The Offering is made to accredited investors within the meaning of National Instrument 45-106 and the completion
of the Offering is subject to the receipt of acceptance by the TSX Venture Exchange (the “ Exchange”). All securities
issued in connection with the Offering will be subject to a statutory hold period expiring four months plus one day
from the Closing. Finders' fees may be payable in connection with the Offering in accordance with the policies of
the Exchange.
Certain insiders of the Company intend to participate in the private placement and their holdings of securities of the
Company will increase as a result . The Company will rely on the exemptions from the valuation and minority
shareholder approval requirements of Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101") contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider
participation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the
United States. The securities offered have not been, nor will they be, registered under the United States Securities
Act of 1933 , as amended (the “U.S. Securities Act ”), or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
ENDURANCE GOLD CORPORATION
Robert T. Boyd
President & CEO
FOR FURTHER INFORMATION, PLEASE CONTACT
Endurance Gold Corporation
(604) 682-2707, [email protected]
www.endurancegold.com
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts r esponsibility for the
adequacy or accuracy of this news release. This news release may contain forward looking statements based on assumptions and judgments of
management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may
differ materially from the expected results.