Sitka Gold Corp. (TSX-V: SIG) is pleased to announce it has closed its previously announced “bought deal” brokered private placement and a concurrent non-brokered private placement for aggregate gross proceeds of $28,552,402. The Brokered Offering was comprised of 16,235,000 charity flow-through common shares issued at a price of $1.54 per FT Share for gross proceeds of $25,001,900. The Non-Brokered Offering was comprised of 2,305,521 FT Shares issued at a price of $1.54 per FT Share for gross proceeds of $3,550,502. Each of the FT Shares were issued as part of a charity arrangement and will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada).

The Brokered Offering was led by Beacon Securities Limited on behalf of a syndicate of underwriters including Cormark Securities Inc., Agentis Capital Markets (First Nations Financial Markets Limited Partnership), Canaccord Genuity Corp., BMO Capital Markets, Paradigm Capital Inc., and Desjardins Capital Markets.

The Company will use an amount equal to the 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) 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.

An aggregate of 12,988,000 FT Shares issued under the Brokered Offering were offered on a private placement basis pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and as such will not be subject to resale restrictions under applicable Canadian securities laws. An aggregate of 3,247,000 FT Shares issued under the Brokered Offering and all of the FT Shares comprising the Non-Brokered Offering were offered pursuant to other applicable exemptions provided under NI 45-106 and are subject to a four-month hold period from the closing date of the Offering under applicable Canadian securities laws. The Offering is subject to the final approval of the TSX Venture Exchange.

In connection with the Brokered Offering, the Company (i) paid to the Underwriters a cash commission of $1,500,114, and (ii) issued to the Underwriters 974,000 compensation options. Each Compensation Option entitles the holder thereof to acquire one common share of the Company at a price of $1.54 for a period of 24 months from the closing date of the Offering. The Compensation Options will be subject to a four month hold period under applicable Canadian securities laws. No finder’s fees were paid in connection with the Non-Brokered Offering.

Traditional FT Offering

The Company also announces that it intends to complete a non-brokered financing with certain existing strategic investors of 1,500,000 common shares that will qualify as “flow-through” shares within the meaning of the Tax Act offered at a price of $1.37 per Traditional FT Share for gross proceeds of $2,055,000. All proceeds raised under the Traditional FT Offering will be used to incur Qualifying Expenditures related to the Company’s RC Gold Project in the Yukon Territory, Canada on or before December 31, 2026.

All securities issued under the Traditional FT Offering will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable securities laws. Completion of the Traditional FT Offering remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The securities offered pursuant to the Offering and the Traditional FT Offering have not been, and will not be, registered under the United States Securities Act of 1933 (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, 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.

About Sitka Gold Corp.

Sitka Gold Corp. is a well-funded mineral exploration company headquartered in Canada with over $43 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 viable 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, all of which are 100% owned by Sitka.