Latest news with #Tranche
Cision Canada
11-07-2025
- Business
- Cision Canada
Foran Closes Second Tranche of Private Placement for Gross Proceeds of $54M
All amounts are in Canadian dollars unless stated otherwise VANCOUVER, BC, July 11, 2025 /CNW/ - Foran Mining Corporation (TSX: FOM) (OTCQX: FMCXF) ("Foran" or the "Company") is pleased to announce that following the receipt of all requisite shareholder approvals at the special meeting of shareholders held on Thursday, July 10, 2025, it has now closed the second tranche of its previously announced $350 million private placement financing (the "Offering"), for gross proceeds of approximately $54 million (the "Second Tranche Offering"). The first tranche of the Offering (the "First Tranche Offering") closed on May 28, 2025, resulting in gross proceeds of approximately $296 million. Upon closing of the Second Tranche Offering, the aggregate financing of $350 million that was previously announced on May 13, 2025 is now complete. The Second Tranche Offering involved the issuance of a total of 18,163,758 common shares of the Company (the "Common Shares") at an issue price of $3.00 per Common Share, for gross proceeds of $54,491,274. The net proceeds from the Offering will be used to complete construction at McIlvenna Bay, as well as for advancing exploration at near-mine and regional targets. The Offering remains subject to the final approval of the TSX. The securities issued pursuant to the Second Tranche Offering shall be subject to a four-month plus one day hold period commencing on the date hereof under applicable Canadian securities laws. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. Related Party Transaction In connection with the Offering, (i) certain controlled affiliates of Fairfax Financial Holdings Limited, an insider of the Company, acquired an aggregate of 25,000,000 Common Shares (inclusive of Common Shares acquired under the First Tranche Offering), and (ii) Dan Myerson, the Executive Chairman and Chief Executive Officer of the Company, acquired an aggregate of 333,333 Common Shares (inclusive of Common Shares acquired under the First Tranche Offering). The insider participations in the Offering constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), for which the Company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the securities issued to the insiders under the Offering nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization, in each case as determined under MI 61–101. A material change report regarding the Offering was filed on May 30, 2025. Early Warning Disclosure Canada Growth Fund Inc. ("CGF") acquired 52,000,000 Common Shares pursuant to the Offering for total consideration of $156,000,000, the whole pursuant to the terms of a subscription agreement between CGF and the Company dated May 14, 2025 (the "Subscription Agreement"), with CGF acquiring (i) 43,904,154 Common Shares in the first tranche of the Offering that closed on May 28, 2025, and (ii) 8,095,846 Common Shares in the Second Tranche Offering (collectively, the "Investment"). Immediately prior to entering into the Subscription Agreement, CGF did not beneficially own or control any Common Shares or other securities of the Company. Immediately following closing of the Offering, CGF beneficially owns or controls 52,000,000 Common Shares, representing approximately 10.2% of the issued and outstanding Common Shares on a non-diluted basis. CGF acquired the Common Shares for investment purposes only. Depending upon market conditions and other factors, including pursuant to a 12 month lock-up provision and certain rights granted to CGF under the investor rights agreement dated May 28, 2025 between CGF and the Company, CGF may, from time to time, acquire or dispose of additional securities of the Company, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving securities of the Company. The Company's head office is located at 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2. The Common Shares are listed for trading on the TSX under the symbol "FOM" and on the OTCQX under the symbol "FMCXF". A copy of CGF's early warning report with respect to the Investment will be filed under the Company's profile on SEDAR+ ( in accordance with applicable Canadian securities laws. For more information or to obtain a copy of the report, please contact Ms. Erin Flanagan, Senior Director, Canada Growth Fund Investment Management Inc., the exclusive manager of CGF, at (514) 937-2772. The principal place of business of CGF is located at: c/o Canada Growth Fund Investment Management Inc., 1250 René Lévesque Blvd. West, Suite 1400, Montréal, Québec, H3B 5E9. About Foran Mining Foran Mining is a copper-zinc-gold-silver exploration and development company, committed to supporting a greener future and empowering communities while creating value for our stakeholders. The McIlvenna Bay project is located entirely within the documented traditional territory of the Peter Ballantyne Cree Nation, comprises the infrastructure and works related to development activities of the Company, and hosts the McIlvenna Bay Deposit and Tesla Zone. The Company also owns the Bigstone Deposit, a resource-development stage deposit located 25 km southwest of the McIlvenna Bay Property. The McIlvenna Bay Deposit is a copper-zinc-gold-silver rich VHMS deposit intended to be the centre of a new mining camp in a prolific district that has already been producing for 100 years. The McIlvenna Bay Property sits just 65 km West of Flin Flon, Manitoba, and is part of the world class Flin Flon Greenstone Belt that extends from Snow Lake, Manitoba, through Flin Flon to Foran's ground in eastern Saskatchewan, a distance of over 225 km. The McIlvenna Bay Deposit is the largest undeveloped VHMS deposit in the region. The Company filed its NI 43-101 compliant 2025 Technical Report on the McIlvenna Bay Project, Saskatchewan, Canada (the "2025 Technical Report") on March 12, 2025, with an effective date and report date of March 12, 2025, outlining a mineral resource in respect of the McIlvenna Bay Deposit estimated at 38.6 Mt grading 2.02% CuEq in the Indicated category and an additional 4.5 Mt grading 1.71% CuEq in the Inferred category. Investors are encouraged to consult the full text of the 2025 Technical Report which is available on SEDAR+ at under the Company's profile. The Company's head office is located at 409 Granville Street, Suite 904, Vancouver, BC, Canada, V6C 1T2. Common Shares of the Company are listed for trading on the TSX under the symbol "FOM" and on the OTCQX under the symbol "FMCXF". CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This news release contains certain forward-looking information and forward-looking statements, as defined under applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or to the future performance of Foran Mining Corporation and reflect management's expectations and assumptions as of the date hereof or as of the date of such forward looking statement. Such forward-looking statements include, but are not limited, statements regarding our objectives and our strategies to achieve such objectives; our beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events; and specific statements in respect of our expected use of proceeds from the Offering, including to complete construction at the McIlvenna Bay Project, and advance exploration at near mine and regional targets; expected approvals and conditions by the TSX, including in respect of obtaining final approval for the Offering; our commitment to support a greener future, empower communities and create value for our stakeholders; expectations regarding our development and advanced exploration activities; and expectations, assumptions and targets in respect of our 2025 Technical Report. All statements other than statements of historical fact are forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date specified in such statement. Inherent in forward-looking statements are known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this news release. These factors include management's belief or expectations relating to the following and, in certain cases, management's response with regard to the following: the Company's reliance on the McIlvenna Bay Property; the certainty of funding, including that all requisite regulatory approvals will be obtained and that the proceeds from the Offering will be applied as anticipated; government, securities, and stock exchange regulation and policy, including with respect to receiving TSX approval for the Offering; and the additional risks identified in our filings with Canadian securities regulators on SEDAR+ in Canada (available at The forward-looking statements contained in this news release reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include the accuracy of mineral reserve and resource estimates and the assumptions upon which they are based; tonnage of ore to be mined and processed; ore grades and recoveries; assumptions and discount rates being appropriately applied to the technical studies; success of the Company's projects, including the McIlvenna Bay Project; prices for copper, zinc, gold and silver remaining as estimated; availability of funds for the Company's projects; that infrastructure anticipated to be developed, operated or made available by third parties will be developed, operated or made available as currently anticipated; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Readers are cautioned not to place undue reliance on forward-looking statements and should note that the assumptions and risk factors discussed in this press release are not exhaustive. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. All forward-looking statements herein are qualified by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law. Additional information about these assumptions, risks and uncertainties is contained in our filings with securities regulators on SEDAR+ in Canada (available at
The Star
20-06-2025
- Business
- The Star
Hong Leong Bank issues RM400mil Tier 2 subordinated notes
KUALA LUMPUR: Hong Leong Bank Bhd (HLB) has issued RM400 million in nominal value of Tier 2 subordinated notes under its multi-currency Tier 2 subordinated notes programme (HLB T2 Programme). In a filing with Bursa Malaysia today, the bank said the issuance comprises two tranches: Tranche 6 Series 1, amounting to RM75 million and Tranche 6 Series 2 totalling RM325 million. "Tranche 6 Series 1, with a tenure of 10 years, has a coupon rate of 3.78 per cent per annum, and is non-callable for five years, while Tranche 6 Series 2 has a tenure of 12 years, a coupon rate of 3.85 per cent per annum, and is non-callable for seven years. "Both tranches pay coupons every six months, with Tranche 6 Series 1 callable from June 20, 2030, and Tranche 6 Series 2 from June 21, 2032, on any subsequent coupon payment date," it said. HLB added that the proceeds from the subordinated notes will be utilised, without limitation, for its working capital, general banking, and other corporate purposes, and the refinancing of any existing borrowings incurred, subordinated debt issued by the bank and/or any existing subordinated notes issued under the HLB T2 Programme. RAM Rating Services Bhd has assigned an AA1 rating for the subordinated notes programme. - Bernama
Business Upturn
28-05-2025
- Business
- Business Upturn
Coal India named preferred bidder for graphite and vanadium block in Chhattisgarh
Coal India Limited (CIL), the state-run Maharatna company, has been declared the preferred bidder by the Ministry of Mines, Government of India, for the Oranga-Revatipur Graphite and Vanadium Block located in the Balrampur-Ramanujganj district of Chhattisgarh. The block was auctioned for a mining lease under Tranche V, as per the Mines and Minerals (Development and Regulation) Act, 1957. The company received formal communication via a letter dated May 27, 2025, and informed stock exchanges about the development under Regulation 30 of SEBI (LODR) Regulations, 2015. Advertisement Key details of the awarded block: Block Area : 366.478 hectares Graphite Resource : 9.28 million tonnes at 2% fixed carbon (FC) cutoff, with an average grade of 5.48% FC Vanadium Resource : 0.70 million tonnes at 1000 ppm cutoff, with a weighted average grade of 1211.64 ppm (G2 stage) Mining Premium : CIL will pay 189.75% of the value of the mineral dispatched as mining premium to the government Timeline: The mining lease deed is to be executed within three years from the issuance of the Letter of Intent by the State Government The project is entirely domestic in nature, and neither CIL's promoter group nor related parties have any interest in the awarding authority. This new mining block is expected to further enhance CIL's diversification into strategic minerals, expanding beyond its core coal portfolio. Disclaimer: This news report is based on regulatory filings by the company and is intended for informational purposes only. It does not constitute investment advice.
Yahoo
22-05-2025
- Business
- Yahoo
Onyx Announces Closing of $8 Million Financing and Increases Non-Brokered Offering with Strategic Investors
Vancouver, British Columbia--(Newsfile Corp. - May 22, 2025) - Onyx Gold Corp. (TSXV: ONYX) (OTCQX: ONXGF) ("Onyx" or the "Company") announces closing of its previously announced $8,038,000 "bought deal" private placement (the "Offering") of (a) 5,000,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act (as defined below)) (the "Tranche 1 FT Shares") at a price of $1.00 per Tranche 1 FT Share for aggregate gross proceeds of $5,000,000, and (b) 3,100,000 common shares of the Company that qualify as "flow-through shares" (the "Tranche 2 FT Shares") at a price of $0.98 per Tranche 2 FT Share for aggregate gross proceeds of $3,038,000. The Offering was led by Cormark Securities Inc., together with Agentis Capital Markets Limited Partnership on behalf of a syndicate of underwriters (collectively, the "Underwriters"). The Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering, which is $482,280. The Company will use an amount equal to the aggregate gross proceeds received by the Company from the sale of the Tranche 1 FT Shares and the Tranche 2 FT Shares (collectively, the "FT Shares"), pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act"), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's projects in Ontario and the Yukon, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025. In the case of the Tranche 1 FT Shares, the Canadian exploration expenses will also qualify for the "Ontario focused flow-through share tax credit" (for the purposes of the Taxation Act, 2007 (Ontario)). If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The Tranche 1 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and/or other qualifying jurisdictions 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"). The Tranche 1 FT Shares issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws. The Tranche 2 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and other qualifying jurisdictions pursuant to one or more exemptions from the prospectus requirements under NI 45-106 (but not pursuant to the Listed Issuer Financing Exemption), including in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Tranche 2 FT Shares are subject to a hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws. The Offering is subject to final acceptance by the TSX Venture Exchange. Non-Brokered Private Placement The Company is also pleased to announce that in connection with its previously announced $3 million non-brokered private placement with strategic investors, the Company will add a second tranche of "flow-through shares," for combined aggregate gross proceeds of up to $5.39 million (collectively, the "Non-Brokered Private Placement"). The Non-Brokered Private Placement will consist of (a) the issuance of 3,490,343 common shares in the capital of the Company (the "Non-FT Shares") at a price of $0.85 per Non-FT Share for aggregate gross proceeds for approximately $3 million; and (b) the issuance of up to 2,009,657 common shares in the capital of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act) (the "NB FT Shares") at a price of $1.19 per NB FT Share for aggregate gross proceeds of up to $2.39 million. The net proceeds of the first tranche of the Non-Brokered Private Placement will be used by the Company for general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the NB FT Shares, pursuant to the provisions in the Tax Act, to incur (or be deemed to incur) Qualifying Expenditures related to the Company's projects in Ontario and the Yukon, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the NB FT Shares effective December 31, 2025. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each NB FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The first tranche of the Non-Brokered Private Placement is expected to close on or about May 29, 2025, or such other date as the Company and the strategic investors may agree, and is subject to certain conditions to closing. The TSX Venture Exchange has conditionally approved the first tranche of the Non-Brokered Private Placement. The second tranche of the Non-Brokered Private Placement is expected to close on or about June 6, 2025, or such other date as the Company and the subscribers may agree, and is subject to certain conditions to closing, including the approval of the TSX Venture Exchange. The Non-FT Shares and NB FT Shares will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period of four months and one day from the respective closing dates in accordance with applicable Canadian securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act. About Onyx Gold Onyx Gold is an exploration company focused on well-established Canadian mining jurisdictions, with assets in Timmins, Ontario, and Yukon Territory. The Company's extensive portfolio of quality gold projects in the greater Timmins gold camp includes the Munro-Croesus Gold property, renowned for its high-grade mineralization, plus two additional earlier-stage large exploration properties, Golden Mile and Timmins South. Onyx Gold also controls four properties in the Selwyn Basin area of Yukon Territory, which is currently gaining significance due to recent discoveries in the area. Onyx Gold's experienced board and senior management team are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration. On Behalf of Onyx Gold Corp. "Brock Colterjohn" President & CEO For further information, please visit the Onyx Gold Corp. website at or contact: Brock Colterjohn, President & CEO or Nicole Hoeller, NIKLI Communications – nicole@ Phone: 1-604-283-3341 Email: information@ LinkedIn: Twitter: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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 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), statements about the Non-Brokered Private Placement (including the completion of the Non-Brokered Private Placement on the terms and timeline as announced or at all, the tax treatment of the NB FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds), 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 Non-Brokered Private Placement will not close on the anticipated timeline or at all on the anticipated terms; that the Company will not use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; that the Company will not receive all necessary approvals in respect of the Offering and Non-Brokered Private Placement; market volatility; the state of the financial markets for the Company's securities; the speculative nature of mineral exploration and development; fluctuating commodity prices; the future tax treatment of the FT Shares and the NB FT Shares; competitive risks; and the availability of financing, as described in more detail in our recent securities filings available under the Company's profile on SEDAR+ at 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 Non-Brokered Private Placement will close on the anticipated timeline or at all and on the anticipated terms; that the Company will use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; and that the Company will receive all necessary approvals in respect of the Offering and the Non-Brokered Private Placement, 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 statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor. Not for distribution to United States newswire services or for dissemination in the United States To view the source version of this press release, please visit
Yahoo
22-05-2025
- Business
- Yahoo
Onyx Announces Closing of $8 Million Financing and Increases Non-Brokered Offering with Strategic Investors
Vancouver, British Columbia--(Newsfile Corp. - May 22, 2025) - Onyx Gold Corp. (TSXV: ONYX) (OTCQX: ONXGF) ("Onyx" or the "Company") announces closing of its previously announced $8,038,000 "bought deal" private placement (the "Offering") of (a) 5,000,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act (as defined below)) (the "Tranche 1 FT Shares") at a price of $1.00 per Tranche 1 FT Share for aggregate gross proceeds of $5,000,000, and (b) 3,100,000 common shares of the Company that qualify as "flow-through shares" (the "Tranche 2 FT Shares") at a price of $0.98 per Tranche 2 FT Share for aggregate gross proceeds of $3,038,000. The Offering was led by Cormark Securities Inc., together with Agentis Capital Markets Limited Partnership on behalf of a syndicate of underwriters (collectively, the "Underwriters"). The Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering, which is $482,280. The Company will use an amount equal to the aggregate gross proceeds received by the Company from the sale of the Tranche 1 FT Shares and the Tranche 2 FT Shares (collectively, the "FT Shares"), pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act"), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "Qualifying Expenditures") related to the Company's projects in Ontario and the Yukon, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025. In the case of the Tranche 1 FT Shares, the Canadian exploration expenses will also qualify for the "Ontario focused flow-through share tax credit" (for the purposes of the Taxation Act, 2007 (Ontario)). If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The Tranche 1 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and/or other qualifying jurisdictions 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"). The Tranche 1 FT Shares issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws. The Tranche 2 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and other qualifying jurisdictions pursuant to one or more exemptions from the prospectus requirements under NI 45-106 (but not pursuant to the Listed Issuer Financing Exemption), including in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Tranche 2 FT Shares are subject to a hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws. The Offering is subject to final acceptance by the TSX Venture Exchange. Non-Brokered Private Placement The Company is also pleased to announce that in connection with its previously announced $3 million non-brokered private placement with strategic investors, the Company will add a second tranche of "flow-through shares," for combined aggregate gross proceeds of up to $5.39 million (collectively, the "Non-Brokered Private Placement"). The Non-Brokered Private Placement will consist of (a) the issuance of 3,490,343 common shares in the capital of the Company (the "Non-FT Shares") at a price of $0.85 per Non-FT Share for aggregate gross proceeds for approximately $3 million; and (b) the issuance of up to 2,009,657 common shares in the capital of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act) (the "NB FT Shares") at a price of $1.19 per NB FT Share for aggregate gross proceeds of up to $2.39 million. The net proceeds of the first tranche of the Non-Brokered Private Placement will be used by the Company for general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the NB FT Shares, pursuant to the provisions in the Tax Act, to incur (or be deemed to incur) Qualifying Expenditures related to the Company's projects in Ontario and the Yukon, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the NB FT Shares effective December 31, 2025. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each NB FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The first tranche of the Non-Brokered Private Placement is expected to close on or about May 29, 2025, or such other date as the Company and the strategic investors may agree, and is subject to certain conditions to closing. The TSX Venture Exchange has conditionally approved the first tranche of the Non-Brokered Private Placement. The second tranche of the Non-Brokered Private Placement is expected to close on or about June 6, 2025, or such other date as the Company and the subscribers may agree, and is subject to certain conditions to closing, including the approval of the TSX Venture Exchange. The Non-FT Shares and NB FT Shares will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period of four months and one day from the respective closing dates in accordance with applicable Canadian securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act. About Onyx Gold Onyx Gold is an exploration company focused on well-established Canadian mining jurisdictions, with assets in Timmins, Ontario, and Yukon Territory. The Company's extensive portfolio of quality gold projects in the greater Timmins gold camp includes the Munro-Croesus Gold property, renowned for its high-grade mineralization, plus two additional earlier-stage large exploration properties, Golden Mile and Timmins South. Onyx Gold also controls four properties in the Selwyn Basin area of Yukon Territory, which is currently gaining significance due to recent discoveries in the area. Onyx Gold's experienced board and senior management team are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration. On Behalf of Onyx Gold Corp. "Brock Colterjohn" President & CEO For further information, please visit the Onyx Gold Corp. website at or contact: Brock Colterjohn, President & CEO or Nicole Hoeller, NIKLI Communications – nicole@ Phone: 1-604-283-3341 Email: information@ LinkedIn: Twitter: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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 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), statements about the Non-Brokered Private Placement (including the completion of the Non-Brokered Private Placement on the terms and timeline as announced or at all, the tax treatment of the NB FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds), 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 Non-Brokered Private Placement will not close on the anticipated timeline or at all on the anticipated terms; that the Company will not use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; that the Company will not receive all necessary approvals in respect of the Offering and Non-Brokered Private Placement; market volatility; the state of the financial markets for the Company's securities; the speculative nature of mineral exploration and development; fluctuating commodity prices; the future tax treatment of the FT Shares and the NB FT Shares; competitive risks; and the availability of financing, as described in more detail in our recent securities filings available under the Company's profile on SEDAR+ at 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 Non-Brokered Private Placement will close on the anticipated timeline or at all and on the anticipated terms; that the Company will use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; and that the Company will receive all necessary approvals in respect of the Offering and the Non-Brokered Private Placement, 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 statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor. 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