Golden Spike Resources Corp. (CSE: GLDS) (OTCQB: GSPRF) (FSE: L5Y) is pleased to announce the closing of its previously announced non-brokered private placement of 975 units of the Company at a price of $1,000 per Unit for aggregate gross proceeds of $975,000. Each Unit consisted of one 15% unsecured convertible debenture of the Company in the principal amount of $1,000 and 26,315 common share purchase warrants of the Company.

The Debentures bear interest at a rate of 15% per annum from the issuance date, with all accrued and unpaid interest payable on September 23, 2029. The interest obligation may be satisfied, at the option of the Company, either in cash or in common shares of the Company. Any payment of the interest obligation in Interest Shares is subject to the prior approval of the Canadian Securities Exchange. If the interest obligation is satisfied in Interest Shares, the full amount of accrued and unpaid interest then payable will be converted into Interest Shares. The Interest Shares shall be issued at a deemed price per Common Share equal to the greater of: (i) the last closing price of the Common Shares on the Exchange prior to the dissemination by the Company of a press release announcing its intention to satisfy the applicable interest obligation in Interest Shares; and (ii) $0.038 per Common Share on a pre-Consolidation basis or $0.19 on a post-Consolidation basis.

The principal amount of each Debenture will be convertible into Common Shares at the option of the holder at any time following the completion of the Consolidation (as defined herein) and prior to the Maturity Date, at a conversion price of $0.038 per Common Share on a pre-Consolidation basis or $0.19 on a post-Consolidation basis, subject to adjustment upon certain customary events.

Following the completion of the Consolidation, each Warrant will be exercisable and entitle the holder thereof to acquire one Common Share at an exercise price equal to $0.038 per Common Share on a pre-Consolidation basis or $0.19 per Common Share on a post-Consolidation basis until the Maturity Date. The Warrants will be subject to an acceleration right if, on any 20 consecutive trading days, beginning on January 24, 2027, the daily volume weighted average trading price of the Common Shares is greater than $0.09 per Common Share on a pre-Consolidation basis or $0.45 per Common Share on a post-Consolidation basis, and the Common Shares have traded a minimum daily trading volume of 50,000 Common Shares on each of such 20 consecutive trading days. If the Company exercises the Warrant Acceleration Right, the expiry date of the Warrants will be accelerated to the date that is 30 days following delivery of notice thereof to the holders.

At any time after January 24, 2027, the Company may require the conversion of all outstanding principal and accrued interest owing under the Debentures into Common Shares at the Conversion Price if: (i) the volume-weighted average trading price of the Common Shares on the Exchange equals or exceeds $0.105 per Common Share on a pre-Consolidation basis or $0.525 per Common Share on a post-Consolidation basis for 20 consecutive trading days; and (ii) a minimum of 50,000 Common Shares trade on the Exchange on each such trading day. The Company will provide holders with not less than 30 days’ prior written notice of its intention to exercise the Mandatory Conversion Right.

In connection with the Offering, the Company paid a finder’s fee to eligible arm’s length parties in respect of certain subscriptions. The finder’s fee consisted of cash commissions of $29,510 and the issuance of an aggregate of 828,947 finder’s warrants. Following completion of the Consolidation, each Finder’s Warrant will entitle the holder to acquire one Common Share at $0.038 per Common Share on a pre-Consolidation basis or $0.19 per Common Share on a post-Consolidation basis until September 23, 2028.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. All securities issued pursuant to the Offering are subject to a statutory hold period until January 24, 2027, in accordance with applicable securities laws.

Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, the Offering constitutes a “related party transaction” as insiders of the Company subscribed for a total of 45 Units for gross proceeds of $45,000. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, as neither the fair market value of the Debentures, nor the consideration paid, exceeded 25% of the Company’s market capitalization, in accordance with Sections 5.5 and 5.7(1)(a) of MI 61-101. The Company did not file a material change report more than 21 days before the closing of the Offering as the details of the related parties’ participation in the Offering had not been settled.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, 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. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Golden Spike

Golden Spike Resources Corp. (CSE: GLDS), (OTCQB: GSPRF), (FSE: L5Y) is a Canadian mineral exploration company focused on identifying, acquiring and unlocking value in mineral opportunities in Canada and other low-risk jurisdictions. The Company currently holds 100% interest in the 5,175-hectare Gregory River Property in Newfoundland, strategically centered over an approximate 11-kilometre-long stretch of the Gregory River VMS-belt, a north-northeast trending corridor of very prospective ground with potential to host Cyprus-type polymetallic VMS deposits. In addition, the Property hosts a cluster of historically explored, high-grade, copper ±gold-zinc vein structures and breccia hosted stockworks. Golden Spike Resources remains dedicated to sustainable exploration practices and continues to collaborate with local communities, consultants, and stakeholders as it progresses its exploration initiatives.

For further information, please contact: Ryan Connacher, Chief Executive Officer, Golden Spike Resources Corp. Tel: 647-987-7458, Email: rjconnacher@icloud.com.

Website: https://www.goldenspikeresources.com

ON BEHALF OF THE BOARD OF DIRECTORS

“Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.”