Sitka GOLD Announces $10 Million Bought Deal Financing
NEWS RELEASE
April 1, 2025
NR 25-08
www.sitkagoldcorp.com
SITKA GOLD ANNOUNCES $10 MILLION BOUGHT
DEAL FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
VANCOUVER, CANADA – April 1, 2025: Sitka Gold Corp. (“Sitka” or the “Company”) (TSX-
V:SIG) is pleased to announce it has entered into an agreement pursuant to which Beacon
Securities Limited (“Beacon”), as lead underwriter, on behalf of a syndicate of underwriters
(together with Beacon, the “Underwriters”), has agreed to purchase, on a “bought d eal” private
placement basis, 14,705,882 common shares that will qualify as “flow-through shares” within the
meaning of the Income Tax Act (Canada) (the “FT Shares”) of the Company at a price of $0.68
per FT Share (the “FT Issue Price”) for gross proceeds to the Company of $10,000,000 (the
“Offering”).
“This financing, which brings in funds at a significant premium to market, comes amid increased
interest in our flagship RC Gold Project following the successful start to our planned 30,000 metre
drill program this year,” said Cor Coe, Director and CEO of Sitka. “Combined with our already strong
treasury of over $14 million, this financing provides long term funding and the ability to ramp up
efforts to further advance RC Gold as we push to unlock additional value from this exciting gold
discovery.”
The Company will use an amount equal to 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.
Subject to compliance with applicable regulatory requirements, the FT Shares will be offered to
purchasers resident in all Provinces of Canada (excluding Quebec) pursuant to the listed issuer
financing exemption under Part 5A (the “Listed Issuer Financing Exemption”) of National
Instrument 45-106 – Prospectus Exemptions (“NI 45-106”). FT Shares sold pursuant to the Listed
Issuer Financing Exemption in Canada will not be subject to resale restrictions under applicable
Canadian securities laws. The FT Shares may be re -offered or re -sold on a private placement
basis in offshore jurisdictions as permitted and in the United States pursuant to an exemption from
the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities
Act”), as amended.
There is an offering document related to the Offering (the “LIFE Offering Document”) that can be
accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's
website at www.sitkagoldcorp.com. Prospective investors should read this LIFE Offering Document
before making an investment decision.
Certain shareholders of the Company that hold participation rights may elect to purchase common
shares of the Company at the FT Issue Price on a non-brokered private placement basis (the “Non-
Brokered Offering”).
The Company has agreed to pay the Underwriters a cash commission of 6.0% of the gross
proceeds raised under the Offering and issue to the Underwriters such number of compensation
options (each a “Compensation Option”), equal to 6.0% of the number of FT Shares sold pursuant
to the Offering. Each Compensation Option shall entitle the holder thereof to acquire one common
share of the Company at the FT Issue Price for a period of 24 months from the closing date of the
Offering. No commission will be payable to the Underwriters with respect to the concurrent Non -
Brokered Offering. The Compensation Options will be subject to a four month hold period under
applicable Canadian securities laws.
The Offering and Non-Brokered Offering, if applicable, are expected to close on or about April 16,
2025 and are subject to the Company receiving all necessary regulatory approvals , including the
approval from the TSX Venture Exchange.
The securities to be offered pursuant to the Offering have not been, and will not be, registered
under 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, U nited 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 $14 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 via ble 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.
*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 or Cor Coe
President & Director CEO & Director
778-212-1950 604-817-4753
[email protected] [email protected]
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 about the Offering (including
the completion of the Offering on the terms and timeline as announced or at all, the tax treatment
of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers
and use of proceeds of the Offering), the Non -Brokered Offering, statements regarding
discussions of future plans, estimates and forecasts and statements as to management’s
expectations and intentions and the Company’s anticipated work programs.
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 and
uncertainties include, among other things, that the Offering will not close on the anticipated
timeline or at all on the anticipated terms; that the Company will use the net proceeds of the
Offering as anticipated; that the Company will receive all necessary approvals in respect of the
Offering and Non -Brokered Offering, market uncertainty and the results of 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 Offering will close on the anticipated timeline or at all and
on t he anticipated terms; that the Company will use the net proceeds of the Offering as
anticipated; and that the Company will receive all necessary approvals in respect of the Offering
and the Non-Brokered Offering, if applicable.
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 state ment, forward -looking information or financial out -look that are incorporated by
reference herein, except in accordance with applicable securities laws. We seek safe harbor.