Endurance Gold Announces Non-Brokered Private Placement

21 October 2022

Endurance Gold Corporation

Canada: EDG:CA | Berlin: 3EG:FF | USA: ENDGF

Not for distribution to United States NEWSWIRE SERVICES or for dissemination in the United States

Endurance Gold Corporation announce that it intends to complete a non-brokered private placement to raise gross proceeds of up to $1,503,600 (the “Offering”) through the sale of up to 3.58 million units (each, a “Unit”) at $0.42 per Unit.  The Offering is not subject to any minimum aggregate subscription.

Each Unit will consist of one common share (each, a “Share”) and one-half non-transferable common share purchase warrant (each, a “Warrant”).  Each Warrant will entitle the holder to purchase one additional Share of the Company at an exercise price of $0.55 for a period of two years from the date of issuance thereof.  Proceeds raised from the sale of the Units will be used by the Company for exploration activities and for general corporate purposes.

The Offering is made to accredited investors within the meaning of National Instrument 45-106 and the completion of the Offering is subject to the receipt of acceptance by the TSX Venture Exchange (the “Exchange”).  All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months plus one day from the Closing.  Finders’ fees may be payable in connection with the sale of the Units in accordance with the policies of the Exchange.

Certain insiders of the Company intend to participate in the private placement and their holdings of securities of the Company will increase as a result. The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) contained in sections 5.5(b) and 5.7(1)(a) of MI  61-101 in respect of such insider participation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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James Hyland, MiningIR