Vancouver, British Columbia--(Newsfile Corp. - August 17, 2026) - Golden Spike Resources Corp. (CSE: GLDS) (OTCQB: GSPRF) (FSE: L5Y) (" Golden Spike " or the " Company ") is pleased to announce a proposed non-brokered private placement (the " Offering ") of up to 500 units of the Company (each, a " Unit ") at a price of $1,000 per Unit for aggregate gross proceeds of up to $500,000. Each Unit will consist of one 15% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a " Debenture ") and 26,315 common share purchase warrants of the Company (each, a " Warrant "). Unless otherwise indicated, all dollar amounts in this press release are expressed in Canadian dollars.
The Debentures will bear interest at a rate of 15% per annum from the issuance date (the " Issuance Date "), with all accrued and unpaid interest payable on the date that is 36 months following the Closing Date (as defined herein) (the " Maturity Date "). The interest obligation may be satisfied, at the option of the Company, either in cash or in common shares of the Company (the " Common Shares " and such Common Shares issued in satisfaction of interest, the " Interest Shares "). Any payment of the interest obligation in Interest Shares is subject to the prior approval of the Canadian Securities Exchange (the " Exchange "). If the interest obligation is satisfied in Interest Shares, the full amount of accrued and compounded interest then payable will be converted into Interest Shares. The Interest Shares shall be issued at a deemed price per Common Share equal to the greater of: (i) the last closing price of the Common Shares on the Exchange prior to the dissemination by the Company of a press release announcing its intention to satisfy the applicable interest obligation in Interest Shares; and (ii) $0.038 per Common Share on a pre-Consolidation basis or $0.19 on a post-Consolidation basis.
The principal amount of each Debenture will be convertible 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 Common Share on a pre-Consolidation basis or $0.19 on a post-Consolidation basis (the " Conversion Price "), subject to adjustment upon certain customary events.
Following the completion of the Consolidation (as defined herein), each Warrant will be exercisable and entitle the holder thereof to acquire one (1) Common Share at an exercise price equal to $0.038 per Common Share on a pre-Consolidation basis or $0.19 per Common Share on a post-Consolidation basis until the Maturity Date. The Warrants will be subject to an acceleration right (the " Warrant Acceleration Right ") if, on any 20 consecutive trading days, beginning on the date that is four (4) months and one (1) day following the closing date of the Offering (the " Closing Date "), the daily volume weighted average trading price of the Common Shares is greater than $0.09 per Common Share on a pre-Consolidation basis or $0.45 per Common Share on a post-Consolidation basis, and the Common Shares have traded a minimum daily trading volume of 50,000 Common Shares on each of such 20 consecutive trading days. If the Company exercises the Warrant Acceleration Right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.
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At any time following the date that is four months and one day after the Closing Date, the Company may require the conversion of all outstanding principal and accrued interest under the Debentures into Common Shares at the Conversion Price (the " Mandatory Conversion Right ") if: (i) the volume-weighted average trading price of the Common Shares on the Exchange equals or exceeds $0.105 per Common Share on a pre-Consolidation basis or $0.525 per Common Share on a post-Consolidation basis for 20 consecutive trading days; and (ii) a minimum of 50,000 Common Shares trade on the Exchange on each such trading day. The Company will provide holders with not less than 30 days' prior written notice of its intention to exercise the Mandatory Conversion Right.
Certain eligible finders may receive, in respect of subscribers introduced to the Company by such finders: (i) a cash commission equal to 7% of the gross proceeds received by the Company from such subscribers under the Offering; and (ii) Common Share purchase warrants of the Company (each, a " Finder's Warrant ") equal to 7% of the aggregate number of Common Shares issuable upon conversion of the Debentures purchased by such subscribers. Following the 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 the date that is 24 months from the Closing Date.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. Closing of the Offering is subject to all necessary regulatory and stock exchange approvals, including the approval of the Exchange. All securities issuable in the Offering are subject to a statutory hold period until the date that is four months and one day from the date of issuance.
Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), the Offering may constitute a "related party transaction" as insiders of the Company are expected to subscribe in the Offering. The Company is intending to rely on exemptions from the formal valuation and minority approval requirements of MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the related parties' participation in the Offering have 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.
Consolidation and Name Change
The Company is also pleased to announce that, following completion of the Offering, it intends to: (i) change its name from "Golden Spike Resources Corp." to "Gordon Mining Group Inc." (the " Name Change "), (ii) change its trading symbol from "GLDS" to "GORD", and (iii) consolidate all of its issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares (the " Consolidation "). No fractional Common Shares will be issued in connection with the Consolidation and all such fractional Common Shares resulting from the Consolidation will be rounded down to the nearest whole number.
The exercise price or Conversion Price, as applicable, and the number of Common Shares issuable pursuant to the Company's outstanding convertible securities, including the Debentures, Warrants, Finder's Warrants, stock options and any other outstanding securities exercisable for or convertible into Common Shares, will be proportionately adjusted in accordance with their respective terms to give effect to the Consolidation.
The Company will disseminate a further news release announcing the effective date of the Consolidation and Name Change and provide additional details regarding the implementation thereof once determined. Completion of the Consolidation and Name Change remains subject to the receipt of all required regulatory approvals, including approval of the Exchange, and there can be no assurance that either the Consolidation or the Name Change will be completed on the terms described herein, or at all.
About Golden Spike
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.
For further information, please contact: Ryan Connacher, Chief Executive Officer, Golden Spike Resources Corp. Tel: 647-987-7458, Email: rjconnacher@icloud.com .
"Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release."
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" occur. Forward-looking information in this news release includes, but is not limited to, statements regarding the proposed terms, size, timing and completion of the Offering; the potential increase in the size of the Offering; the anticipated use of proceeds; the potential issuance of Interest Shares; the payment of finder's fees; the receipt of regulatory and Exchange approvals; and the proposed completion and timing of the Consolidation and Name Change.
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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information contained herein. 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 or forward-looking information disclosed herein, except in accordance with applicable securities laws.
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