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Gold Strike Resources Corp. Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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GOLD STRIKE RESOURCES CORP.
NOTICE AND MANAGEMENT INFORMATION CIRCULAR
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 30, 2026
AT 10:00 A.M. (PACIFIC TIME)
DATED: MARCH 30, 2026
LETTER TO SHAREHOLDERS
March 30, 2026
Dear shareholders of Gold Strike Resources Corp. (the "Company"),
On behalf of Gold Strike Resources Corp.'s board of directors, we are pleased to invite you to join us at our special meeting (the "Meeting"), which will be held on April 30, 2026, at 10:00 a.m. (Pacific Time), at the offices of McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7.
On March 3, 2026, the Company announced that it had entered into an asset purchase agreement dated March 2, 2026 (the "Purchase Agreement") with LIRECA Resources Inc. ("LIRECA") and LIRECA's affiliate, Florin Resources Inc. ("Florin Resources") and together with LIRECA, the "LIRECA Group"), pursuant to which the Company has agreed to acquire, free and clear of all encumbrances (except for certain royalties described in the accompanying circular), three contiguous projects located within the Tombstone Gold Belt, Yukon, Canada, being the Florin gold project, the FLR gold project and the RJ gold project (collectively, the "Projects"), for aggregate consideration of approximately $34 million (the "Proposed Transaction").
The consideration payable under the Proposed Transaction consists of:
- an aggregate of 43,636,363 common shares of the Company (the "Consideration Shares"), at a deemed price of $0.55 per Consideration Share, to be issued to the LIRECA Group on the closing date of the Proposed Transaction (the "Closing Date");
- an aggregate of $10 million in cash (the "Consideration Cash") payable to the LIRECA Group as follows: (i) $5 million on the Closing Date; (ii) $2.5 million on the date that is 12 months from the Closing Date; and (iii) $2.5 million on the date that is 24 months from the Closing Date; and
- certain net smelter returns royalties to be granted by the Company in respect of the Projects, annual advance royalty payments, and bonus payments payable to the LIRECA Group.
Concurrent with the announcement of the Proposed Transaction, the Company announced a bought deal private placement offering with ATB Capital Markets Corp. and Canaccord Genuity Corp. (together, the "Underwriters") of 27,273,000 subscription receipts (the "Subscription Receipts") at a price of $0.55 per Subscription Receipt (the "Issue Price"), for aggregate gross proceeds of $15,000,150 (the "Offering"), subject to an over-allotment option, exercisable in whole or in part at the Underwriters' sole discretion, to sell up to 9,091,000 additional Subscription Receipts at the Issue Price. The net proceeds from the Offering are intended to be used to pay the Consideration Cash, to pay transaction expenses, to advance exploration and development of the Projects, and for working capital and general corporate purposes. On March 25, 2026, the Company closed the first tranche of the Offering, pursuant to which it issued an aggregate of 29,090,773 Subscription Receipts for aggregate gross proceeds of $15,999,925.
Closing of the Proposed Transaction is subject to (among other customary conditions):
- approval of shareholders of the Company, including minority shareholder approval (excluding the LIRECA Group and its respective "Affiliates" and "Associates", each as defined in TSX Venture Exchange ("TSXV") Policy 1.1 (the "Affiliates" and "Associates", respectively));
- approval of the TSXV; and
- completion of the Offering (which has occurred).
At the Meeting, we will be seeking your approval for the Proposed Transaction. The Proposed Transaction, as a related party transaction, requires minority shareholder approval pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9, as well as disinterested shareholder approval pursuant to TSXV Policy 5.3. A "related party" pursuant to MI 61-101 includes a control person of the entity, directors, executive officers and shareholders holding over 10% of the voting rights attached to the voting
securities of the issuer. As of the date of entering into the Purchase Agreement, LIRECA owned or controlled approximately 43.86% of the issued and outstanding common shares in the capital of the Company, and accordingly, LIRECA is a related party of the Company for the purposes of MI 61-101.
The LIRECA Group, their Associates, and their Affiliates are “related parties”, and as such constitute “excluded shareholders” for the purposes of MI 61-101 and TSXV Policies 5.3 and 5.9. Accordingly, they will be excluded from voting on the resolution to approve the Proposed Transaction.
This management information circular and the accompanying materials outline the business to be conducted at the Meeting in further detail. We strongly encourage you to read this material in advance of the Meeting and take the opportunity to participate in the approval process for the Proposed Transaction, in person or by proxy.
We appreciate your participation in this important process and look forward to seeing you at the Meeting.
Sincerely,
(s) “Peter Miles”
Peter L. Miles
Chief Executive Officer and Director,
Gold Strike Resources Corp.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders of Gold Strike Resources Corp. (the “Company”) will be held at Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7 on April 30, 2026, at 10:00 a.m. (Pacific time).
The Meeting is to be held for the following purposes:
- to consider and, if thought fit, to pass a resolution (the full text of which is set forth on Schedule A of the management information circular accompanying this Notice (the “Circular”)) to ratify, confirm and approve the Proposed Transaction (as defined, and more particularly described, in the Circular), which resolution requires minority shareholder approval by holders of the Company’s common shares entitled to vote thereon in accordance with the requirements of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions; and
- to transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.
This notice is accompanied by a form of proxy and management information circular. Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.
Dated at Vancouver, British Columbia, March 30, 2026.
BY ORDER OF THE BOARD
(s) “Peter Miles”
Peter L. Miles
Chief Executive Officer and Director
GOLD STRIKE RESOURCES CORP.
(formerly, "Sanatana Resources Inc.")
MANAGEMENT INFORMATION CIRCULAR
AS AT AND DATED MARCH 30, 2026
Cautionary Statement Regarding Forward-Looking Information
This information circular contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Gold Strike Resources Corp. (the “Company” or “Gold Strike”), and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “views”, “potential”, “likely”, or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.
Forward-looking statements contained in this information circular include, but are not limited to, statements relating to the following:
i) expectations regarding the Proposed Transaction (as defined below), including the satisfaction of conditions and approvals required to complete the Proposed Transaction and the anticipated timing of completion thereof, if at all;
ii) the anticipated benefits of the Proposed Transaction, including the strategic value of the Projects (as defined below) and the anticipated exploration opportunities;
iii) expectations regarding the closing of an additional tranche of the Offering (as defined below) and the anticipated use of proceeds from the Offering, including the payment of Consideration Cash (as defined below), transaction expenses, and the advancement of exploration and development of the Projects;
iv) expectations regarding the Company’s planned exploration activities on the Projects and the anticipated timing thereof;
v) expectations regarding the anticipated capital structure of the Company following completion of the Proposed Transaction, including the ownership position of LIRECA; and
vi) expectations regarding the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”).
There can be no assurance that the Proposed Transaction will be completed or that the anticipated benefits of the Proposed Transaction will be realized. Completion of the Proposed Transaction is subject to certain conditions, including the approval of the shareholders of the Company, regulatory approvals and other customary closing conditions, and there can be no assurance that any such approvals will be obtained or that any such conditions will be satisfied or waived. The Proposed Transaction could be modified, restructured or terminated.
The forward-looking statements contained in this information circular are based on opinions, assumptions and estimates made by management of the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements because they are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond the control of the Company. The following risk factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or more parties to terminate the Proposed Transaction; the inability to satisfy the conditions to closing of the Proposed Transaction, including the failure to obtain shareholder
approval or regulatory approvals on the expected terms and timeline; a delay in the closing of the Proposed Transaction; the inability to complete the Offering or to realize the anticipated use of proceeds therefrom; general political, economic and market conditions; liquidity and controlling shareholder risks; reliance on key personnel; use of available funds; price volatility of the Common Shares (as herein defined); limited market for securities; no dividends; conflicts of interest; equity dilution; the speculative nature of mineral exploration activities; fluctuating commodity prices; competition in the mining industry; exploration and mining risks, including risks related to the Projects; property title risks; litigation and legal claims; health and safety risks; changes in governmental regulations and policies; failure to obtain applicable licenses and permits; environmental risks and liabilities; rights of Indigenous peoples; climate change; operational risks associated with assets in remote locations; lack of infrastructure; input costs and availability of services and equipment; currency fluctuations; reclamation costs; possible loss of interests in exploration properties; inflation risks; global financial risks; and development and operating risks. For a more detailed discussion of risk factors in connection with the Company, please also see the information under "Risks and Uncertainties" in the management's discussion and analysis of the Company, available on SEDAR+ at www.sedarplus.ca. The Company qualifies any and all of its forward-looking statements by these cautionary factors.
The foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements contained in this information circular, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking statements contained in this information circular are made as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
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Solicitation of Proxies
This Information Circular is provided in connection with the solicitation by the management of Gold Strike, formerly “Sanatana Resources Inc.”, of proxies to be used at the special meeting of shareholders (“Shareholders”) of the Company and any adjournment thereof (the “Meeting”) to be held at the time and place and for the purposes set forth in the enclosed notice of meeting. It is expected that the solicitation will be primarily by mail but proxies may also be solicited personally by regular employees of the Company at nominal cost. The cost of solicitation by management will be borne directly by the Company.
Appointment and Revocation of Proxies
The persons named in the enclosed form of proxy are directors and officers of the Company. A shareholder desiring to appoint some other person to represent them at the Meeting may do so either by inserting such person’s name in the blank space provided in that form of proxy or by completing another proper form of proxy. To be effective, completed and executed proxies for the Meeting must be delivered by mail or fax to the transfer agent of the Company, Computershare Investor Services Inc., 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6, Attention: Proxy Department (fax: 416-263-9524) not later than 48 hours before the time of holding the Meeting or any adjournment thereof. The Chairman of the Meeting will have the discretion to accept or reject proxies delivered thereafter and up to the time of the Meeting or any adjournment thereof.
A proxy given pursuant to this solicitation may be revoked by instrument in writing, including another proxy bearing a later date, executed by the shareholder or by their attorney authorized in writing, and deposited with Computershare Investor Services Inc. (“Computershare”) not later than 48 hours before the time of holding the Meeting, or with the Chairman of the Meeting on the day of the Meeting, or in any other manner permitted by law.
Voting of Proxies
The common shares of the Company (“Common Shares”) represented by the accompanying form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of such instructions, the persons named in the proxy will vote in favour of each of the matters to be voted on by Shareholders as described in this Information Circular. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting, or other matters which may properly come before the Meeting. At the time of printing this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.
Beneficial Shareholders
The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.
If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many US brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).
Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.
There are two kinds of Beneficial Shareholders - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).
The Company is taking advantage of the provisions of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) from our transfer agent, Computershare. The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.
These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.
By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.
Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.
The form of proxy supplied to you by your broker will be similar to the proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.
Voting Securities and Principal Holders Thereof
The authorized capital of the Company consists of an unlimited number of Common Shares. As of the date of this Information Circular, the Company had 71,220,777 issued and outstanding Common Shares, each Common Share carrying the right to one vote.
The Company has fixed March 24, 2026 as the record date (the “Record Date”) for the purpose of determining Shareholders entitled to receive notice of and vote at the Meeting. Only registered holders of Common Shares at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting.
To the knowledge of the directors and officers of the Company, as of the date hereof, no person beneficially owns, or controls or directs, directly or indirectly, securities carrying 10% or more of the voting rights attached to the Common Shares as at the Record Date, except the following:
| Name of Shareholder | Number of Securities Owned, Controlled or Directed (1) | Percentage of Class | Percentage of Outstanding Voting Rights |
|---|---|---|---|
| LIRECA Resources Inc. | 31,235,999 (2) | 43.86% | 43.86% (3) |
Notes:
(1) The above information was obtained by the Company from insider filings available on www.sedi.ca on March 26, 2026.
(2) Includes 248,379 Common Shares held directly by Giovanni Fiorino and 242,000 Common Shares held directly by Elise Puusepp.
(3) Such Common Shares are not entitled to vote at the Meeting. See “Votes Necessary to Pass Transaction Resolution”.
VOTES NECESSARY TO PASS THE TRANSACTION RESOLUTION
The resolution (the “Transaction Resolution”) approving the Proposed Transaction (as defined below), including the entering into of the NSR Agreements (as defined below), requires “minority approval” in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSXV Policy 5.9 and “disinterested shareholder approval” in accordance with TSXV Policy 5.3 (“Minority Approval”). Such approval requires that a simple majority (more than 50%) of the votes cast at the Meeting by holders of Common Shares, voting as a single class, be cast in favour of such resolution, excluding the votes attached to any Common Shares held by: (i) “interested parties” to the Proposed Transaction, being LIRECA Resources Inc. (“LIRECA”), Florin Resources Inc. (“Florin Resources” and, together with LIRECA, the “LIRECA Group”), 1079170 B.C. Ltd. (the “Royalty Holder”), and their respective “Affiliates” and “Associates”, each as defined in TSXV Policy 1.1 (the “Affiliates” and “Associates”, respectively); (ii) “related parties” of any interested party (within the meaning of MI 61-101), unless such related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither interested parties nor “issuer insiders” (as defined in MI 61-101) of the Company; and (iii) any person that is a “joint actor” (as defined in MI 61-101) with any of the foregoing.
As of the date of this Information Circular, an aggregate of 31,235,999 Common Shares, representing approximately 43.86% of the issued and outstanding Common Shares as of the Record Date, are expected to be excluded from the Minority Approval vote. Accordingly, the Minority Approval will be determined by a simple majority of the votes cast by the remaining holders of Common Shares who are entitled to vote at the Meeting.
No dissent or appraisal rights are available to holders of Common Shares in connection with the Proposed Transaction under applicable law or otherwise.
The following table sets out information in respect of each shareholder of the Company that: (i) is a director and/or officer of LIRECA; or (ii) to the extent known after reasonable inquiry, is (a) an Associate or Affiliate of an insider of LIRECA; (b) an Associate or Affiliate of LIRECA; (c) an insider of LIRECA, other than a director or officer of LIRECA; or (d) acting jointly and in concert with LIRECA, and is based on information received by the Company from the persons disclosed below.
| Name of Interested Party | Number of Common Shares Beneficially Owned, Controlled or Directed | Percentage of Outstanding Common Shares (1) |
|---|---|---|
| LIRECA Resources Inc. (2) | 30,745,620 | 43.17% |
| Elise Puusepp (3) | 242,000 (4) | 0.34% |
| John (Giovanni) Fiorino (3) | 248,379 | 0.35% |
| TOTAL | 31,235,999 | 43.86% |
Notes:
(1) Based on 71,220,777 Common Shares issued and outstanding as of the date of this Information Circular.
(2) John (Giovanni) Fiorino is the principal of LIRECA.
(3) A joint actor of LIRECA.
(4) Includes Common Shares that are held jointly with John (Giovanni) Fiorino.
PARTICULARS OF MATTERS TO BE ACTED UPON — APPROVAL OF THE PROPOSED TRANSACTION
Summary of the Proposed Transaction
On March 2, 2026, the Company entered into an asset purchase agreement (the "Purchase Agreement") with the LIRECA Group, pursuant to which the Company has agreed to acquire, free and clear of all encumbrances (other than the Encumbered Claims (as defined below) and the NSR Agreements), three contiguous projects located within the Tombstone Gold Belt, Yukon, Canada, being the Florin gold project (the "Florin Gold Project"), the FLR gold project (the "FLR Gold Project") and the RJ gold project (the "RJ Gold Project") (collectively, the "Projects"), for aggregate consideration of approximately $34 million (the "Proposed Transaction").
The Proposed Transaction is a "related party transaction" (as defined in MI 61-101) and a "Non-Arm's Length Transaction" (as defined under TSXV Policy 1.1). See "Application of MI 61-101 and TSXV Policy 5.9" and "Non-Arm's Length Transaction", below.
The Projects
The Projects are comprised of three contiguous projects, being the Florin Gold Project consisting of 500 quartz claims ( $\sim 89\mathrm{km}^2$ ), the FLR Gold Project consisting of 838 quartz claims ( $\sim 165\mathrm{km}^2$ ) and the RJ Gold Project consisting of 349 quartz claims ( $\sim 66\mathrm{km}^2$ ), located adjacent to Sitka Gold Corp.'s ("Sitka Gold") RC project.
The Florin Gold Project hosts the Florin deposit, a defined 2.507 million ounces ("Moz") Au inferred resource (162.783 million tonnes ("Mt") at 0.48 grams per tonne ("g/t") Au at 0.30 g/t cut-off). See Figure 1 below.
Figure 1. The Florin Gold Project, the FLR Gold Project and the RJ Gold Project, relative to Sitka Gold's RC project.
Upon completion of the Proposed Transaction, the Company will control one of the largest and most strategically coherent land positions in the Tombstone Gold Belt, deliberately focused on intrusion margins, structural corridors, and underexplored zones that sit outside, but directly adjacent to, known discoveries, including Snowline Gold Corp.'s Valley Deposit and Sitka Gold's RC Project. See Figure 2 below.
Figure 2. The Company's land position, after completion of the Proposed Transaction.
For further details on the Projects, please refer to the Company’s news release dated March 3, 2026 and a copy of the National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) technical report prepared in respect of the Florin Gold Project, which is expected to be filed on the Company’s SEDAR+ profile at www.sedarplus.ca prior to the Meeting.
Consideration
The consideration payable under the Proposed Transaction consists of:
(i) an aggregate of 43,636,363 Common Shares (the “Consideration Shares”) at a deemed price of $0.55 per Consideration Share to be issued to the LIRECA Group on the closing date of the Proposed Transaction (the “Closing Date”);
(ii) an aggregate of $10 million in cash (the “Consideration Cash”) payable to the LIRECA Group as follows: (i) $5 million on the Closing Date; (ii) $2.5 million on the date that is 12 months from the Closing Date; and (iii) $2.5 million on the date that is 24 months from the Closing Date; provided, however, if the Company completes the Offering or any subsequent debt or equity financing (including exercise of warrants) with aggregate gross proceeds of at least $30,000,000 (inclusive of the Offering), then the LIRECA Group shall have the option, exercisable by written notice to the Company within 30 days of the closing of such financing, to require the Company to pay all remaining unpaid Consideration Cash within 10 business days of the date of such notice; and
(iii) certain net smelter returns royalties to be granted by the Company in respect of the Projects, annual advance royalty payments, and bonus payments payable to the LIRECA Group (see “Net Smelter Returns Royalties” and “Bonus Payments”, below).
Net Smelter Returns Royalties
Pursuant to the Purchase Agreement, and as a condition to closing, the Company and the Royalty Holder, an Affiliate of LIRECA, will enter into separate net smelter returns royalty agreements in respect of each of the Projects (collectively, the “NSR Agreements”), the terms of which are summarized below.
The following summaries are qualified in their entirety by reference to the NSR Agreements, the forms of which are attached as schedules to the Purchase Agreement filed on SEDAR+ at www.sedarplus.ca. Shareholders are encouraged to read the NSR Agreements in their entirety.
Florin Gold Project NSR
Pursuant to the Purchase Agreement, the Company will grant to the Royalty Holder a net smelter returns royalty on the Florin Gold Project (the “Florin NSR”) in the amount of 3% on the portion of the Florin Gold Project not comprised of the Encumbered Claims (as herein defined) (the “Unencumbered Claims”) and 1% on the Encumbered Claims (as herein defined), pursuant to a net smelter returns royalty agreement to be entered into between the Company and the Royalty Holder upon closing of the Proposed Transaction (the “Florin NSR Agreement”).
The Florin NSR Agreement further provides that: (i) any time prior to the commencement of commercial production, the Company can reduce the Florin NSR applicable to the Unencumbered Claims by 1% increments, from 3% to 1%, by paying the Royalty Holder 500 ounces of physical gold or US$1,000,000 (whichever is greater in monetary value) for each 1% reduction, provided that the Florin NSR does not fall below 1% on the Unencumbered Claims; (ii) at any time prior to the commencement of commercial production, the Company can also reduce the Florin NSR payable to the Royalty Holder applicable to the Encumbered Claims (as herein defined) from 1% to 0.5% by paying the Royalty Holder 250 ounces of physical gold or US$500,000 (whichever is greater in monetary value), provided that the Florin NSR does not fall below 0.5% on the Encumbered Claims (as herein defined); and (iii) the Royalty Holder will not complete any buy-down or other reduction of the Third Party Royalty (as defined below) unless and until the Company has completed a full reduction of the Florin NSR on the Encumbered Claims (as herein defined) from 1% to 0.5%.
The Florin Gold Project includes certain claims (the “Encumbered Claims”) which are subject to a pre-existing 2% net smelter returns royalty (the “Third Party Royalty”) payable to 629281 B.C. Ltd. (the “Third Party Royalty
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Holder”), pursuant to an option agreement between Florin Resources and the Third Party Royalty Holder dated February 5, 2002, as amended. The Third Party Royalty can be reduced: (i) from 2% to 1% on the payment of $1,000,000; and (ii) from 1% to 0.5% on the payment of $750,000. As a result, the aggregate royalty burden on the Encumbered Claims can be reduced from 3% (being the 2% Third Party Royalty and the 1% Florin NSR) to 1% (being the 0.5% Third Party Royalty and the 0.5% Florin NSR), subject to the Company first completing the full reduction of the Florin NSR on the Encumbered Claims from 1% to 0.5% as described above.
FLR Gold Project NSR
Pursuant to the Purchase Agreement, the Company will grant to the Royalty Holder a 3% net smelter returns royalty on the FLR Gold Project (the “FLR NSR”) pursuant to a net smelter returns royalty agreement to be entered into between the Company and the Royalty Holder upon closing of the Proposed Transaction (the “FLR NSR Agreement”). The FLR NSR Agreement further provides that, any time prior to the commencement of commercial production, the Company can reduce the FLR NSR by 1% increments, from 3% to 1%, by paying the Royalty Holder 500 ounces of physical gold or US$1,000,000 (whichever is greater in monetary value) for each 1% reduction, provided that the FLR NSR does not fall below 1%.
RJ Gold Project NSR
Pursuant to the Purchase Agreement, the Company will grant to the Royalty Holder a 3% net smelter returns royalty on the RJ Gold Project (the “RJ NSR”) pursuant to a net smelter returns royalty agreement to be entered into between the Company and the Royalty Holder upon closing of the Proposed Transaction (the “RJ NSR Agreement”). The RJ NSR Agreement further provides that, at any time prior to the commencement of commercial production, the Company can reduce the RJ NSR by 1% increments, from 3% to 1%, by paying the Royalty Holder 500 ounces of physical gold or US$1,000,000 (whichever is greater in monetary value) for each 1% reduction, provided that the RJ NSR does not fall below 1%.
Annual Advance Royalty Payments
Pursuant to the NSR Agreements, the Company shall pay to the Royalty Holder an annual advance royalty for each of the Florin Gold Project, the FLR Gold Project, and the RJ Gold Project each year until the first full year following the commencement of commercial production, commencing on the Closing Date. The amount of each annual advance royalty payment shall be US$20,000 or seven ounces of physical gold (whichever is greater in monetary value). All such annual advance royalty payments paid by the Company prior to the first production royalty payment will be credited towards and off-set the production royalty payments due to the Royalty Holder and will be set off against 100% of the applicable net smelter returns royalty as each payment comes due.
Bonus Payments
Pursuant to the NSR Agreements, in the event the Company, or its affiliate, publicly announces or otherwise establishes a resource estimate on any portion of the Florin Gold Project, FLR Gold Project, or RJ Gold Project, prepared in accordance with NI 43-101 or another acceptable foreign code, that estimates the presence of ounces of gold in any category, the Company shall deliver to the Royalty Holder the greater of US$1,000,000 in immediately available funds, and 250 ounces of physical gold for every million ounces of gold delineated by such resource estimate. Such bonus payment is due for each additional million ounces of gold delineated by any additional resource estimate following the release of the original estimate (to the extent it exceeds the resource estimate in respect of the Florin Gold Project announced by the Company on March 3, 2026). Such bonus payment is not subject to a bonus payment cap. In the event the resource estimate presents mining scenarios with multiple cut-off grades, the lowest applicable cut-off grade available will be used for the purpose of determining the number of gold ounces contained in the estimate.
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Other Material Information Regarding the Purchase Agreement
Security for Deferred Cash Payments
Pursuant to the Purchase Agreement, to secure the portion of the Consideration Cash payable post-Closing, the Company will grant to the LIRECA Group first-ranking security interests over all of its present and after-acquired personal property, together with customary mining-specific collateral and negative pledges, until all payment obligations to the LIRECA Group are satisfied in full.
Encumbrances
Other than the Encumbered Claims and the NSR Agreements to be entered into upon closing of the Proposed Transaction, the Company will acquire the Projects free and clear of all encumbrances.
Restrictions on Transfer or Encumbrance of Projects
Pursuant to the Purchase Agreement, the Company may not, directly or indirectly, sell, transfer or otherwise dispose of any portion of its interest in the Projects, or the subsidiaries holding the Projects, until the date that is five years from the Closing Date without the prior written consent of the LIRECA Group, which consent may be withheld for any reason. Following the expiration of the five-year period, the Company may sell, transfer or otherwise dispose of all or any portion of its interest in the Projects provided that any purchaser, grantee or transferee first delivers to the LIRECA Group its undertaking to comply with the terms of the Bonus Payments and the NSR Agreements and to perform all obligations of the Company relating to the Bonus Payments.
Conditions to Closing
Conditions to closing of the Proposed Transaction include but are not limited to: (i) the approval of shareholders of the Company of certain matters in connection with the Proposed Transaction, including minority shareholder approval; (ii) the approval of the TSXV; (iii) completion of the Offering (which has occurred); and (iv) other customary closing conditions.
On March 30, 2026, the TSXV provided a letter confirming conditional approval of the Proposed Transaction. Closing of the Proposed Transaction remains subject to the conditions listed in such conditional approval letter.
No Finder's Fee
No finder’s fee was paid in connection with the Purchase Agreement.
The Offering
In connection with the Proposed Transaction, the Company entered into an agreement with ATB Capital Markets Corp. and Canaccord Genuity Corp. (together, the “Underwriters”) to complete a bought deal private placement, whereby the Company will issue 27,273,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of $0.55 per Subscription Receipt (the “Issue Price”), for gross proceeds of $15,000,150, plus an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part by the Underwriters, pursuant to which the Company may issue up to an additional 9,091,000 Subscription Receipts at the Issue Price, for additional gross proceeds of up to $5,000,050 (collectively, the “Offering”). Completion of the Offering is a condition precedent to closing of the Proposed Transaction.
Each Subscription Receipt issued pursuant to the Offering will entitle the holder thereof to receive, without payment of any additional consideration or further action on the part of the holder, one unit of the Company (a “Unit”) comprised of one Common Share and one Common Share purchase warrant (a “Warrant”) upon satisfaction of the Escrow Release Conditions (as defined below). Each Warrant will be exercisable into one Common Share at a price of $0.75 for a period of 36 months from the satisfaction of the Escrow Release Conditions.
The Underwriters will be entitled to a cash commission equal to 7.0% of the gross proceeds of the Offering (the "Cash Commission"). 50% of the Cash Commission shall be payable to the Underwriters on the closing date of the Offering and the remainder shall be deposited in escrow and shall only be payable to the Underwriters upon satisfaction of the Escrow Release Conditions. Further, upon satisfaction of the Escrow Release Conditions, the Underwriters shall receive non-transferable options (the "Compensation Options") equal to 7.0% of the number of Subscription Receipts issued pursuant to the Offering. Each Compensation Option will be exercisable for one Common Share at the Issue Price for a period of three years following the satisfaction of the Escrow Release Conditions. The Cash Commission and Compensation Options shall each be reduced to 3.0% with respect to any sales to investors on the Company's president's list subject to prescribed limits.
The gross proceeds of the Offering (less 50% of the Cash Commission and certain expenses of Underwriters) will be held in escrow pending satisfaction of the Escrow Release Conditions. The net proceeds from the Offering are intended to be used to pay the Consideration Cash, to pay transaction expenses related to the Proposed Transaction and the Offering, to advance exploration and development of the Projects, and for working capital and general corporate purposes.
On March 25, 2026, the Company entered into the following agreements in connection with the Offering:
(i) an underwriting agreement dated March 25, 2026 (the "Underwriting Agreement") between the Company and the Underwriters, pursuant to which the Company and the Underwriters would complete the Offering;
(ii) a subscription receipt agreement dated March 25, 2026 (the "Subscription Receipt Agreement") among the Company, the Underwriters and Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent"), pursuant to which the Subscription Receipts would be issued and governed; and
(iii) a warrant indenture dated March 25, 2026 (the "Warrant Indenture") between the Company and Computershare Trust Company of Canada, as warrant agent (the "Warrant Agent"), pursuant to which the Warrants would be issued and governed (upon conversion of the Subscription Receipts),
copies of which will be filed on the Company's SEDAR+ profile at www.sedarplus.ca.
Escrow Release Conditions
Pursuant to the Subscription Receipt Agreement, all Subscription Receipts issued pursuant to the Offering will convert into Common Shares and Warrants upon the satisfaction and/or waiver of the following escrow release conditions (collectively, the "Escrow Release Conditions"):
(i) the satisfaction or waiver of all conditions to the completion of the Proposed Transaction in accordance with the terms of the Purchase Agreement (other than the issuance of the Consideration Shares and such conditions precedent that by their nature are to be satisfied at the time of closing of the Proposed Transaction), without material amendment or waiver, unless consent of the Underwriters is given to such amendment or waiver, and without the prior occurrence of a Termination Event (as defined below);
(ii) the receipt of all required board, shareholder, regulatory and exchange approvals in connection with the Offering and Proposed Transaction, including, without limitation, the approval of the TSXV for the listing of the Common Shares underlying the Subscription Receipts, Warrants and Compensation Options having been obtained; and
(iii) the delivery of the Escrow Release Notice (as defined in the Subscription Receipt Agreement) to the Subscription Receipt Agent.
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Termination Event
Pursuant to the Subscription Receipt Agreement, in the event any of the following (each, a “Termination Event”) occurs, the Subscription Receipts will be cancelled and each purchaser of Subscription Receipts will be entitled to receive an amount equal to their aggregate subscription price for Subscription Receipts, plus applicable interest earned on the Escrowed Funds (as defined in the Subscription Receipt Agreement):
(i) the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (Toronto time) on July 2, 2026 (the “Escrow Release Deadline”);
(ii) the Purchase Agreement is terminated at any time prior to the Escrow Release Deadline; and
(iii) the Company advises the Subscription Receipt Agent and the Underwriters or announces to the public by way of press release or otherwise that it does not intend to proceed with the Proposed Transaction.
Tranche 1
On March 25, 2026, the Company closed the first tranche of the Offering (“Tranche 1”), issuing an aggregate of 29,090,773 Subscription Receipts for aggregate gross proceeds of $15,999,925, including partial exercise of the Over-Allotment Option.
For their services in connection with Tranche 1 and pursuant to the Underwriting Agreement, the Underwriters received an aggregate Cash Commission of $872,105, representing 7.0% of the gross proceeds of Tranche 1, but with a reduction to 3.0% for sales made to investors on the Company’s president’s list. Pursuant to the terms and conditions of the Subscription Receipt Agreement, 50% of the Cash Commission was paid to the Underwriters on the closing of Tranche 1, and the remainder was deposited into escrow with the Subscription Receipt Agent and will be paid to the Underwriters upon satisfaction of the Escrow Release Conditions. Further, upon satisfaction of the Escrow Release Conditions, the Underwriters will receive an aggregate of 1,585,644 Compensation Options in connection with Tranche 1.
Additional Closing
As of the date of this Information Circular, the Company has received over $1,000,000 of additional committed subscriptions for Subscription Receipts, which is expected to be included in a second tranche of the Offering (including any additional exercise of the Over-Allotment Option), up to a maximum of 7,273,227 additional Subscription Receipts, expected to close on or about April 7, 2026. Pursuant to the Underwriting Agreement, the Underwriters will be entitled to additional Cash Commission and Compensation Options in connection with any additional tranche of the Offering, on the same terms as for Tranche 1.
Pro Forma Share Capitalization of the Company
After giving effect to the Proposed Transaction, including the completion of the Offering (and the conversion of all Subscription Receipts issued pursuant to the Offering), the issued and outstanding Common Shares as of closing of the Proposed Transaction (the "Closing") is expected to be comprised as follows:
| Designation of Security | Common Shares Outstanding upon Closing (Tranche 1 only) | Common Shares Outstanding upon Closing (Assuming Maximum Offering) (1) |
|---|---|---|
| Common Shares held by current Gold Strike shareholders | 71,220,777 | 71,220,777 |
| Consideration Shares issued to LIRECA Group pursuant to the Purchase Agreement | 43,636,363 | 43,636,363 |
| Common Shares issued pursuant to the Conversion of Subscription Receipts | 29,090,773 | 36,364,000 |
| Total Common Shares Outstanding as of Closing | 143,947,913 | 151,221,140 |
Notes:
(1) Assumes the full exercise of the Over-Allotment Option.
Upon completion of the Proposed Transaction, including the completion of the Offering (and the conversion of all Subscription Receipts issued pursuant to the Offering), the LIRECA Group, together with its Affiliates and Associates, will have beneficial ownership of, and control or direction over, 74,872,362 Common Shares and 295,000 Common Share purchase warrants, representing percentages of the total issued and outstanding Common Shares on a non-diluted basis and a partially diluted basis as follows:
| LIRECA’s Ownership Interests | Percent Ownership (Tranche 1 only) | Percent Ownership (Assuming Maximum Offering) (1) |
|---|---|---|
| On a non-diluted basis | 52.01% | 49.51% |
| On a partially diluted basis | 52.11% | 49.61% |
Notes:
(1) Assumes the full exercise of the Over-Allotment Option.
Non-Arm’s Length Transaction
The LIRECA Group is a “Non-Arm’s Length Party” (as defined in TSXV Policy 1.1). As the Consideration Shares to be issued to the LIRECA Group as partial consideration for the Proposed Transaction will exceed 10% of the number of outstanding Common Shares prior to Closing, the Company is required to obtain disinterested shareholder approval in accordance with section 5.14(b) of TSXV Policy 5.3.
See “Votes Necessary to Pass the Transaction Resolution”, above.
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Application of MI 61-101 and TSXV Policy 5.9
The Company is subject to MI 61-101, which regulates certain transactions between an issuer and related parties which raise the potential for conflicts of interest and is intended to ensure that all securityholders are treated in a manner that is fair and that is perceived to be fair. Generally, MI 61-101 requires enhanced disclosure, approval by a majority of shareholders excluding “interested parties” (as defined in MI 61-101) and their related parties and joint actors and, in certain instances, independent valuations. TSXV Policy 5.9 adopts, in its entirety, MI 61-101.
LIRECA is a “related party” of the Company, as it has beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to all of the Company’s outstanding voting securities. Each of Florin Resources and the Royalty Holder is a related party of the Company as each is an affiliated entity of LIRECA.
Accordingly, the Proposed Transaction, including the entering into of the NSR Agreements, constitutes a “related party transaction” pursuant to paragraphs (a) and (g) of the definition of “related party transaction” under MI 61-101 and TSXV Policy 5.9. Consequently, MI 61-101 requires that the Company obtain a formal valuation and Minority Approval of the Proposed Transaction in the absence of exemptions therefrom.
Under Part 5 of MI 61-101, the Company is exempt from the formal valuation requirement pursuant to paragraph 5.5(b) of MI 61-101 as the securities of the Company are not listed or quoted on a specified market. No exemption is applicable from the Minority Approval requirements of section 5.3(2) of MI 61-101.
See “Votes Necessary to Pass the Transaction Resolution”, above.
Additional Disclosure Required by MI 61-101 and TSXV Policy 5.9
Minority Approval
As the Proposed Transaction, including the entering into of the NSR Agreements, constitutes a “related party transaction”, the Company is required to obtain Minority Approval. See “Votes Necessary to Pass the Transaction Resolution”, above.
Exemption from Formal Valuation Requirement
Completion of the Proposed Transaction is exempt from MI 61-101’s formal valuation requirement pursuant to paragraph 5.5(b) of MI 61-101, on the basis that no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS market operated by PLUS Markets Group plc.
Background to the Proposed Transaction, Board Approval and Recommendation
The Company has an established transactional relationship with the LIRECA Group, having completed two prior acquisitions from the LIRECA Group while operating under the name “Sanatana Resources Inc.”, as summarized below.
On June 4, 2025, the Company closed the acquisition of the Gold Strike Two Project from LIRECA pursuant to a quartz claim purchase agreement dated May 5, 2025 (the “Gold Strike Two Agreement”). As consideration, the Company paid $250,000 in cash on closing, with a further $250,000 held in escrow and payable within 90 days of closing (subject to acceleration in the event the Company raised $300,000 or more in equity or debt financing within such period) and issued 6,000,000 Common Shares to LIRECA. In connection with closing, the Company entered into a royalty agreement with an affiliate of the LIRECA Group providing for, among other things, (i) a 3% net smelter returns royalty, (ii) an annual advance royalty payment, and (iii) certain applicable bonus payments, each in respect of the Gold Strike Two Project.
On October 1, 2025, the Company closed the acquisition of the Gold Strike One Project (Yukon) and the Abitibi Property (Quebec) from the LIRECA Group pursuant to a purchase agreement dated July 1, 2025 (the “Gold Strike One Agreement”). The acquisition constituted a non-arm’s length “Reverse Takeover” for the Company, as such term is defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers. As consideration, the Company: (i) issued 24,745,620 Common Shares and paid $1,800,000 in cash to LIRECA for the Gold Strike One Project; and (ii) paid $200,000 in cash to Florin Resources for the Abitibi Property. The consideration was subject to certain bonus payments applicable in the event the Company publicly announced a resource estimate on any portion of the acquired assets prepared in accordance with NI 43-101. In connection with closing, the Company entered into royalty agreements with an affiliate of the LIRECA Group providing for, among other things: (i) a 2% net smelter returns royalty, annual advance royalty and certain applicable bonus payments in respect of the Gold Strike One Project; and (ii) a 3% net smelter returns royalty and certain applicable bonus payments in respect of the Abitibi Property.
In the Company’s news releases announcing the closings of the Gold Strike Two and Gold Strike One acquisitions on June 4, 2025 and October 1, 2025, respectively, John Fiorino, principal of the LIRECA Group, publicly expressed the LIRECA Group’s interest in exploring additional mineral property transactions with the Company. Peter Miles, Chief Executive Officer, stated that the Company “continues to consider other possible acquisitions to further strengthen its project portfolio.” In the Company’s news release dated January 15, 2026, Mr. Fiorino reiterated the LIRECA Group’s interest in further transactions, and the news release noted that the LIRECA Group held “additional significant quartz claims in Yukon”, including the Florin Gold Project, the FLR Gold Project and the RJ Gold Project, as previously described in the Company’s news releases dated May 6, 2025 and June 4, 2025.
Following these public statements, the Company and the LIRECA Group engaged in preliminary discussions regarding the potential acquisition of additional mineral properties in the Tombstone Gold Belt. These discussions initially focused on the Florin Gold Project, given its defined mineral resource, and subsequently expanded to include the FLR Gold Project and the RJ Gold Project, which together form a contiguous land package adjacent to Sitka Gold’s RC project.
After the closing of the Gold Strike One acquisition, Peter Miles, Chief Executive Officer of the Company, reached out to John Fiorino, resulting in the parties having an in-person meeting to further discuss potential transactions, specifically the acquisition by the Company of the additional projects from the LIRECA Group. The parties discussed general terms of a transaction in respect of the Projects, including the consideration, royalty, and bonus payments. The discussions and terms of the consideration and payments were guided and based on precedent transactions that legal counsel of the Company had provided to Peter Miles for similar types of transactions.
On December 22, 2025, the Company engaged independent counsel to assist in the negotiation of the Purchase Agreement.
On January 28, 2026, the Company finalized a confidential information memorandum, describing the general economic terms of the Proposed Transaction and additional details of the Projects, which was used in subsequent discussions with investment banks and potential investors.
From February 2, 2026 to March 2, 2026, the representatives and legal advisors of the parties continued to meet and hold discussions to negotiate the terms of the Purchase Agreement and finalize the transaction terms. The anticipated quantum of the Consideration Cash and Consideration Shares were not materially changed throughout the negotiations as, at the outset of discussions, Peter Miles and John Fiorino were aligned in the values of such figures.
During this period, the Company and its technical advisors reviewed the historical information regarding the Projects and focused its review of the Florin Gold Project as that was the material property that the Company was seeking to acquire with its previously defined mineral resource estimate. The Company also reviewed: (i) a draft technical report with respect to the Florin Gold Project that was prepared for the Company, authored by Ronald G. Simpson, P. Geo (GeoSim Services Inc.) and David Kelsch, P. Geo, titled “Florin Gold Project, NI 43-101 Technical Report”; (ii) a draft technical report with respect to the RJ Gold Project that was prepared for the Company, authored by Derek Torgerson, P. Geo (Summit Geosciences Ltd.), titled “NI 43-101 Technical Report on the RJ Gold Project Yukon Territory”; and (iii) a draft technical report with respect to the FLR Gold Project that was prepared for the Company, authored by Derek Torgerson, P. Geo (Summit Geosciences Ltd.), titled “FLR Gold Project, Yukon Territory, Canada NI 43-101 Technical Report”.
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In addition, in February 2026, the Company had discussions with various investment banks, including without limitation, ATB Capital Markets Corp. (“ATB”) and Canaccord Genuity Corp., with respect to the terms of a proposed offering necessary to provide funds for the payment of the Consideration Cash and the planned exploration expenses with respect to the Projects. Such discussions ultimately led to the execution of an engagement letter dated March 2, 2026 between the Company and ATB Capital Markets Corp., pursuant to which the Company and ATB would complete the Offering.
Peter Miles led the negotiation for the Company, and kept the board of directors of the Company (the “Board”) abreast of the transaction terms and any material updates regarding the Proposed Transaction and the Projects, including at a meeting of the Board held on February 9, 2026, at which Peter Miles provided a detailed update to the Board with respect to the status of negotiations with respect to the Proposed Transaction and the Offering.
While LIRECA has the right, but not the obligation, to nominate one director to the Board pursuant to the prior transactions between LIRECA and the Company, LIRECA had not exercised such Board nomination right as of the date of the Purchase Agreement. As such, the Board consists of four directors, each of whom is independent in connection with the Proposed Transaction and the Offering within the meaning of Part 7 of MI 61-101. Therefore, the Board did not deem it necessary to establish a special committee of independent directors to evaluate the Proposed Transaction or the Offering.
At a meeting of the Board held on February 25, 2026, the Board considered the economic terms of the Proposed Transaction and the implications of the Proposed Transaction being a related party transaction under MI 61-101 and the policies of the TSXV.
At a meeting of the Board held on March 2, 2026, the Board, the Company’s Chief Financial Officer and independent legal counsel of the Company met to conduct a detailed review of the Purchase Agreement. After the conclusion of such meeting of the Board, legal counsel to the parties continued to negotiate the Purchase Agreement before it was finalized and executed by the parties on March 2, 2026. The Board unanimously ratified, confirmed, and approved the Purchase Agreement and the Proposed Transaction by written consent resolutions dated March 19, 2026.
See the sections “Benefits of the Proposed Transaction” and “Risks and Potentially Negative Factors” below for a summary of the factors that the Board considered in its discussions leading up to the entry into the Purchase Agreement.
Benefits of the Proposed Transaction
In reaching the determination that the Proposed Transaction was in the best interests of the Company, the Board considered a number of substantive benefits:
Significant Presence in the Tombstone Gold Belt: Upon the acquisition of the Projects, the Company’s presence in the Tombstone Gold Belt in Yukon, which includes the Florin deposit hosting an inferred mineral resource of approximately 2.507 million ounces of gold, materially increases and provides expanded opportunities for the Company to pursue an expanded exploration program in Yukon. By holding the Projects together with the Company’s existing properties, the Company would realize cost efficiencies when conducting exploration activities across its consolidated land package.
Consideration Payable: The Consideration Cash would be funded through the Offering, thereby not straining the Company’s working capital or ability to pursue exploration activities on its newly acquired properties. In addition, the LIRECA Group’s willingness to receive a substantial portion of the consideration via the Consideration Shares demonstrated the LIRECA Group’s confidence in the Company and its intent to maintain an equity interest in the Projects, aligning its interests with those of the Company’s Shareholders.
Certain of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the section of this Information Circular entitled “Cautionary Statement Regarding Forward-Looking Information”.
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Risks and Potentially Negative Factors
Closing Conditions and Approvals: The completion of the Proposed Transaction is subject to several conditions that must be satisfied or waived, including obtaining Minority Approval and approval from the TSXV. Obtaining such approvals will require resources and are additional costs that the Company must incur. The failure to complete the Proposed Transaction could negatively impact the value of the Common Shares.
Timing Risk: Although the Company believes it will be able to close the Proposed Transaction on a timely basis, there is no guarantee that the Proposed Transaction can be completed prior to the Escrow Release Deadline (resulting in a Termination Event). If a Termination Event occurs, all Subscription Receipts will be cancelled and each purchaser of Subscription Receipts will be entitled to receive an amount equal to their aggregate subscription price for Subscription Receipts, plus applicable interest earned on the Escrowed Funds. In such event, the Company may not be able to satisfy closing conditions with respect to the Proposed Transaction on a reasonable timeline or at all. The failure to complete the Proposed Transaction prior to the Escrow Release Deadline could negatively impact the value of the Common Shares.
The foregoing factors are not intended to be exhaustive but include the material factors considered by the Board in making its determinations and recommendations. The Board did not consider it practicable to, and did not assign specific weights to, any of the factors considered in reaching their determinations and recommendations, and individual members of the Board may have given different weights to different factors. The conclusions and recommendation of the Board were made after considering the totality of the information and factors involved. The above factors are not presented in any order of priority.
Board Recommendation
After careful consideration of the factors described above, the Board has unanimously determined that the Proposed Transaction is in the best interests of the Company and unanimously recommends that shareholders vote IN FAVOUR of the Transaction Resolution.
The foregoing discussion of the information and factors considered by the Board contains forward-looking information and statements, all of which are subject to various risks and assumptions. This information should be read in light of the factors described under the section entitled "Cautionary Statement Regarding Forward-Looking Information".
Prior Valuations
To the knowledge of the Company or any director or officer of the Company, after reasonable inquiry, there have not been any "prior valuations" (as defined in MI 61-101) of the Company or any of its subsidiaries or any of its material assets or liabilities in the 24 months preceding the date hereof. Furthermore, to the knowledge of the Company or any director or officer of the Company, after reasonable inquiry, there have been no bona fide prior offers that related to the subject matter of or are otherwise relevant to the Proposed Transaction received by the Company during the 24 months preceding the date hereof.
Other Benefits
Except as otherwise described in this Information Circular, no person who: (i) is a director and/or officer of the Company; or (ii) to the extent known after reasonable inquiry, is (a) an Associate or Affiliate of an insider of the Company; (b) an Associate or Affiliate of the Company; (c) an insider of the Company, other than a director or officer of the Company; or (d) acting jointly and in concert with the Company, has received nor will receive any collateral benefit in respect of the Proposed Transaction.
Tax Consequences
There are no income tax consequences to the holders of Common Shares solely arising from approving the Proposed Transaction at the Meeting.
Trading Volume of the Common Shares
Trading in the Common Shares was halted on March 2, 2026 in advance of the announcement of the Proposed Transaction. The Common Shares resumed trading on March 24, 2026. The following table sets out the high and low prices and total trading volume of the Common Shares on the TSXV for the past twelve months. The closing market price of the Common Shares on the last day that the Common Shares traded prior to the announcement of the Proposed Transaction was $0.62.
The Common Shares trade on the TSXV under symbol "GSR".
| High | Low | Volume | |
|---|---|---|---|
| March 1-27, 2026 (1) | 0.64 | 0.52 | 1,463,959 |
| February 2026 | 0.70 | 0.53 | 3,121,933 |
| January 2026 | 0.65 | 0.49 | 2,719,471 |
| December 2025 | 0.72 | 0.455 | 4,564,165 |
| November 2025 | 0.72 | 0.50 | 4,406,748 |
| October 2025 | 0.88 | 0.58 | 6,245,008 |
| September 2025 | 0.91 | 0.61 | 2,300,337 |
| August 2025 | 0.91 | 0.59 | 2,027,183 |
| July 2025 (2) | 0.87 | 0.58 | 1,070,946 |
| June 2025 | 0.94 | 0.62 | 2,342,272 |
| May 2025 | 0.74 | 0.105 | 7,292,013 |
| April 2025 | 0.11 | 0.09 | 423,107 |
| March 2025 | 0.11 | 0.075 | 554,214 |
Notes:
(1) The Common Shares were halted from trading on March 2, 2026 and resumed trading on March 24, 2026.
(2) The Common Shares were halted from trading on July 2, 2025 and resumed trading on July 24, 2025.
Prior Sales
The table below sets forth the issuances by the Company of Common Shares, and securities convertible into Common Shares, in the 12-month period prior to the date of this Information Circular.
| Date | Price | Type of Securities | Number of Securities | Aggregate Issue Price |
|---|---|---|---|---|
| June 4, 2025 | $0.0825^{(1)} | Common Shares | 6,000,000 | $495,000^{(1)} |
| June 4, 2025 | $0.10 | Common Shares^{(2)} | 13,800,000 | $1,380,000 |
| June 4, 2025 | N/A | Warrants^{(2)} | 13,800,000 | $1,380,000 |
| October 1, 2025 | $0.60^{(3)} | Common Shares | 24,745,620 | $14,847,372 |
| October 1, 2025 | $0.60 | Common Shares^{(4)} | 7,939,495 | $4,763,697 |
| October 1, 2025 | N/A | Warrants^{(4)} | 3,969,747 | $4,763,697 |
| October 1, 2025 | N/A | Finder’s Warrants^{(4)} | 204,052 | N/A |
| October 3, 2025 | $0.60 | Common Shares^{(5)} | 221,667 | $133,000 |
| October 3, 2025 | N/A | Warrants^{(5)} | 110,833 | $133,000 |
| October 3, 2025 | N/A | Finder’s Warrants^{(5)} | 3,850 | N/A |
| October 10, 2025 | $0.12 | Common Shares^{(6)} | 670,000 | $80,400 |
| October 20, 2025 | $0.12 | Common Shares^{(6)} | 225,000 | $27,000 |
| October 24, 2025 | $0.12 | Common Shares^{(6)} | 325,000 | $39,000 |
| November 4, 2025 | $0.12 | Common Shares^{(6)} | 565,000 | $67,800 |
| November 6, 2025 | N/A | Stock Options^{(7)} | 4,585,000 | N/A |
| November 11, 2025 | $0.12 | Common Shares^{(6)} | 165,000 | $19,800 |
| November 25, 2025 | $0.12 | Common Shares^{(6)} | 390,000 | $46,800 |
| December 8, 2025 | $0.12 | Common Shares^{(6)} | 250,000 | $30,000 |
| December 22, 2025 | $0.12 | Common Shares^{(6)} | 150,000 | $18,000 |
| January 19, 2026 | $0.12 | Common Shares^{(6)} | 300,000 | $36,000 |
| January 26, 2026 | $0.12 | Common Shares^{(6)} | 125,000 | $15,000 |
| February 6, 2026 | $0.12 | Common Shares^{(6)} | 600,000 | $72,000 |
| March 2, 2026 | $0.12 | Common Shares^{(6)} | 100,000 | $12,000 |
| March 25, 2026 | $0.55 | Subscription Receipts^{(8)} | 29,090,773 | $15,999,925 |
Notes:
(1) Deemed price as determined in the Gold Strike Two Agreement.
(2) Issued pursuant to two private placements of units (the "June 2025 Units"). Each June 2025 Unit was comprised of one Common Share and one Warrant. Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.12 per share for a period of 12 months from the date of issuance. The Warrants are subject to acceleration whereby if the closing price of the Common Shares on the TSXV is or exceeds $0.25 for 10 consecutive trading days, the expiry date shall accelerate to the date which is 30 calendar days following the date a news release is issued by the Company announcing the reduced term.
(3) Deemed price as determined in the Gold Strike One Agreement.
(4) Issued pursuant to a private placement of units (the "October 2025 Units"). Each October 2025 Unit was comprised of one Common Share and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one additional Common
Share at a price of $0.95 per share for a period of 36 months from the date of issuance. The Warrants are subject to acceleration whereby if the closing price of the Common Shares on the TSXV is or exceeds $2.00 for 10 consecutive trading days, the expiry date shall accelerate to the date which is 30 calendar days following the date a news release is issued by the Company announcing the reduced term. The Company also issued Finder’s Warrants to eligible Finder’s. Each Finder’s Warrant entitles the holder to purchase one Common Share at a price of $0.95 per share for a period of 12 months from the date of issuance.
(5) Issued pursuant to a second tranche closing of the October 2025 Units.
(6) Issued upon exercise of warrants.
(7) Issued with an exercise price of $0.70 per Stock Option and expiring on November 6, 2030.
(8) Issued pursuant to the Offering, as further described under “The Offering”.
Commitments to Acquire Securities of the Company
The Company has no commitments to purchase Common Shares or other equity securities of the Company.
To the knowledge of the Company, after reasonable enquiry, with the exception of the Proposed Transaction, no: (i) director or officer of the Company, (ii) Associate or Affiliate of an insider of the Company, (iii) Associate or Affiliate of the Company, (iv) insider of the Company, other than a director or officer of the Company, including LIRECA or (v) person or company acting jointly or in concert with the Company has any commitments to purchase Common Shares or other equity securities of the Company.
Rights of Appraisal and Acquisition
Under the laws governing the Company, no rights of appraisal or acquisition arise as a result of the Proposed Transaction.
Material Changes in the Affairs of the Company
Except as publicly disclosed or otherwise described herein, the directors and officers of the Company are not aware of any: (i) plans or proposals for material changes in the affairs of the Company, or (ii) specific benefit, direct or indirect, as a result of the material changes or subsequent transactions contemplated in this Information Circular.
Dividend Policy
The Company has not declared or paid any dividends on any of its shares in the last two years. It is intended that the Company will not pay any dividends in the near future and that future earnings will be retained to finance further expansion of its business and operations. Any decision to pay dividends on its Common Shares will be made by the Board on the basis of the Company’s earnings, financial requirements and other conditions existing at such future time.
Expenses of the Proposed Transaction
Pursuant to the Purchase Agreement, the Company has agreed to be responsible for certain costs incurred by the LIRECA Group in connection with: (i) the preparation of the Purchase Agreement, applicable technical reports and financial statements; (ii) data compilation; and (iii) the maintenance of the Projects prior to the Closing Date. Other than such costs, each party is responsible for its own costs in respect of the Proposed Transaction.
Other Material Facts
Other than disclosed in this Information Circular, there are no other material facts concerning the securities of the Company and no other matters not disclosed in this Information Circular that have not been previously generally disclosed and are known to the Company and that would reasonably be expected to affect the decision of the shareholders to vote in respect of the Transaction Resolution.
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Financial Statements
A copy of the Company’s most recent interim financial statements for the three- and nine-month periods ended December 31, 2025 are available on the SEDAR+ website at www.sedarplus.ca. Shareholders who wish to obtain a copy of these financial statements may do so, without charge, upon written request to the Company at: Suite 1910 – 925 West Georgia Street, Vancouver, BC, V6C 3L2.
Transaction Resolution
At the Meeting, Shareholders will be asked to consider and, if thought advisable, authorize the Transaction Resolution, substantially in the form attached as Schedule A to this Information Circular.
The Board has unanimously determined that the Proposed Transaction is in the best interests of the Company and unanimously recommends that shareholders vote IN FAVOUR of the Transaction Resolution.
A description of the various factors considered by the Board in arriving at this determination is contained above. See “Additional Disclosure Required by MI 61-101 and TSXV Policy 5.9 - Background to the Proposed Transaction, Board Approval and Recommendation”.
ADDITIONAL INFORMATION
Technical Information
The technical information in this Information Circular was prepared under the supervision of David Kelsch P.Geo. Mr. Kelsch is a Qualified Person for the purposes of NI 43-101 and has reviewed and approved the technical and scientific information disclosed in this Information Circular. Mr. Kelsch is independent of the Company for the purposes of NI 43-101.
Indebtedness of Directors and Executive Officers
None of the directors or executive officers of the Company or any of their associates was indebted to the Company during the fiscal year ended March 31, 2025, including under any securities purchase or other program, or is currently indebted to the Company.
Interest of Informed Persons in Material Transactions
Except as disclosed elsewhere in this Information Circular, no informed person of the Company or any associate or affiliate of any informed person of the Company has any material interest, direct or indirect, in any transaction which has occurred within the fiscal years ended March 31, 2025 or March 31, 2024, or in any proposed transaction that has materially affected or will materially affect the Company.
Interest of Persons in Matters To be Acted Upon
No director, executive officer, proposed nominee for election as a director nor their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon at this Meeting other than the ratification of the Proposed Transaction.
Management Contracts
No management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company.
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Other Business
Management does not know of any other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.
Additional Information
Additional information on the Proposed Transaction can be found in the press releases of the Company, the Purchase Agreement (including the forms of NSR Agreements attached as schedules thereto) and the material change report dated and filed on the Company's SEDAR+ profile on March 11, 2026. All documents filed on SEDAR+ are available at www.sedarplus.ca. To obtain copies of the Company's financial statements and management's discussion and analysis for its most recently completed financial year (which contain financial information about the Company), Shareholders are directed to the Company's filings on SEDAR+ or may request copies of such information in writing by contacting the Company at: Suite 1910 – 925 West Georgia Street, Vancouver, BC, V6C 3L2.
The contents and sending of this Information Circular have been approved by the directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
(s) “Peter Miles”
Peter L. Miles
Chief Executive Officer and Director
SCHEDULE A
TRANSACTION RESOLUTION
BE IT RESOLVED as an ordinary resolution of disinterested shareholders that:
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the Proposed Transaction, including the entering into of the NSR Agreements, as more particularly described in the Company’s information circular dated March 30, 2026 (the “Information Circular”), be and is hereby ratified, confirmed and approved as a “related party transaction” for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the “TSXV”) and, for greater clarity, the issuance of the Consideration Shares to the LIRECA Group be and is hereby authorized and approved as required by Section 5.14(b) of Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV;
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the Company is authorized to perform its obligations under the Purchase Agreement and each of the NSR Agreements, as more particularly described in the Information Circular;
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the Board of Directors of the Company be and is hereby authorized, at its sole discretion, to: (a) modify the terms of the Proposed Transaction, provided that such modifications are not material, if required to obtain the approval of the TSXV; and (b) determine whether or not to proceed with the Proposed Transaction, without further approval, ratification or confirmation by the shareholders of the Company; and
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any one director or officer of the Company be and is hereby authorized for and on behalf of the Company to execute and deliver all such documents and instruments and to take all such other actions as such director or officer may determine necessary or desirable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such documents and instruments or the taking of such actions.
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