Golden Spike Closes Private Placement Raising $975,000

Golden Spike Resources Corp., a Canadian mineral exploration company, has announced the successful closing of a non-brokered private placement. The company issued 975 units at a price of $1,000 per unit, raising a total of $975,000. Each unit consisted of one 15% unsecured convertible debenture and 26,315 common share purchase warrants.

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 can be satisfied in cash or in common shares of the company. If the interest is paid in shares, the price per share will be the higher of the last closing price of the common shares on the Canadian Securities Exchange (CSE) before the press release announcing the intention to satisfy the interest obligation, or $0.038 per share on a pre-Consolidation basis or $0.19 per share on a post-Consolidation basis.

The principal amount of each debenture can be converted into common shares at the option of the holder at any time following the completion of the consolidation and prior to the maturity date, at a conversion price of $0.038 per share on a pre-Consolidation basis or $0.19 per share on a post-Consolidation basis. The company also paid a finder's fee of $29,510 and issued 828,947 finder's warrants, each entitling the holder to acquire one common share at $0.038 per share on a pre-Consolidation basis or $0.19 per 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.

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 (each, a "Finder's Warrant"). 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 ("MI 61-101"), 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, as amended (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. 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.

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.