Goldstorm Metals Corp. (TSX-V: GSTM) (FSE: B2U) is pleased to announce the closing of the Company’s previously announced non-brokered private placement for gross proceeds of $2,088,973.75 through the issuance of: (i) 15,441,483 non-flow-through units of the Company sold at a price of $0.07 per NFT Unit for gross proceeds of $1,080,903.81, and (ii) 9,999,999 flow-through units of the Company sold at a price of $0.1008 per FT Unit for gross proceeds of 1,007,999.90.

Each NFT Unit consists of one non-flow-through common share of the Company  and one-half of one Common Share purchase warrant. Each FT Unit consists of one common share of the Company and one-half of one Warrant, each of which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) (the “Tax Act“).

Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.10 for a period of 24 months from the closing date of the Offering, provided that if the closing price of the Common Shares on any Canadian stock exchange on which the Common Shares are then listed is at a price equal to or greater than $0.20 for a period of ten (10) consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants.

Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 3,571,428 Common Shares and 1,785,714 Warrants pursuant to the Offering as a strategic investor. Mr. Sprott is an insider of the Company, and as such, his participation in the private placement is a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the shares to be purchased on behalf of Mr. Sprott nor the consideration to be paid by him exceeds 25% of the Company’s market capitalization.

The net proceeds received from the sale of the NFT Units will be used for working capital and general corporate purposes.

The gross proceeds from the issue and sale of the FT Units will be used to incur Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act that will also qualify as: (a) “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act; and (b) “BC flow-through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British Columbia). The Qualifying Expenditures will be incurred on or before December 31, 2026 and renounced with an effective date no later than December 31, 2025 to the purchasers of FT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Unit subscriber for any additional taxes payable by such subscriber as a consequence of such reduction.

In connection with the Offering, the Company paid cash commissions of $45,746.44 to certain finders and issued 651,377 non-transferable finder’s warrants (the “Finder’s Warrants”). Each Finder’s Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.1008 per Common Share for a period of 24 months from the date of issuance.

The Offering remains subject to final acceptance from the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a hold period expiring on October 27, 2025, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

About Goldstorm Metals

Goldstorm Metals Corp. is a precious and base metals exploration company with a large strategic land position in the Golden Triangle of British Columbia, an area that hosts some of the largest and highest-grade gold deposits in the world. Goldstorm’s flagship projects Crown and Electrum cover an area that totals approximately 16,469 hectares over 6 concessions, of which 5 are contiguous. The Crown Project is situated directly south of Seabridge Gold’s KSM gold-copper deposits and Newmont Corporation’s Brucejack/Valley of the Kings gold mine. Electrum, also located in the Golden Triangle of BC, is situated directly between Newmont Corporation’s Brucejack Mine, approximately 20 kilometers to the north, and the past producing Silbak Premier mine, 20 kilometers to the south.