Endurance Gold Completes Oversubscribed LIFE Private Placement of Flow-Through Units and Units for Aggregate Gross Proceeds of Approximately C$8.3 Million
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 26 - 06 March 11, 2026
Endurance Gold Completes Oversubscribed LIFE Private Placement of Flow-Through Units and Units
for Aggregate Gross Proceeds of Approximately C$8.3 Million
Vancouver, British Columbia, 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 issu ed 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 $0.90 at any time on or before March 11, 2028.
The Offering was completed pursuant to an agency agreement dated March 11, 2026 among the Company
and a syndicate of agents led by Canaccord Genuity Corp. and Agentis Capital Markets (First Nations
Financial Markets LP) as co-lead agents, and included Red Cloud Securities Inc. (collectively, the “Agents”).
In consideration for their services, the Agents received a n aggregate cash commission of C$ 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 securitie s 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 require ments 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, [email protected]
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, incl uding 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 appr ovals 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 manageme nt 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 re sults; 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 indust ry; 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 otherwis e, except as required by law.