Sitka Announces $3 Million Private Placement Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / July 23, 2024 / Sitka Gold Corp. ("Sitka" or the "Company") (TSXV:SIG)(FSE:1RF)(OTCQB:SITKF) announces that the Company intends to complete a non-brokered private placement to raise total gross proceeds of up to $3 million (the " Offering "). The Offering will be comprised of a combination of: (i) flow-through units (the " FT Units ") to be sold at a price of $0.22 per FT Unit; and (ii) charity flow-through units of the Company (each, a " Charity FT Unit ") to be sold at a price of $0.25 per Charity FT Unit.

Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share ") and one half (½) of one common share purchase warrant (each whole warrant, a " Warrant "). Each Charity FT Unit will be issued as part of a charity arrangement and will consist of one FT Share and one half (½) of one Warrant. Each Warrant will entitle the holder to purchase one non-flow-through common share of the Company (each, a " Warrant Share ") at a price of $0.38 at any time on or before that date which is 24 months after the closing date of the Offering. The exact number of FT Units and Charity FT Units sold will be determined at closing.

The gross proceeds received from the sale of securities under the Offering is expected to be used for exploration and development programs on the Company's flagship RC Gold Project in the Yukon Territory and the Coppermine River project in Nunavut.

All securities to be issued pursuant to the above referenced Offering will be subject to a statutory four-month hold period. The Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange.

None of the securities sold under the Offering have been and will not be registered under the United States Securities Act, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Sitka Gold Corp.

Sitka Gold Corp. is a well-funded mineral exploration company headquartered in Canada. The Company is managed by a team of experienced industry professionals and is focused on exploring for economically viable mineral deposits with its primary emphasis on gold, silver and copper mineral properties of merit. Sitka is currently exploring its flagship RC Gold Project within the Tombstone Gold Belt in the Yukon Territory with a 15,000 metre diamond drill program planned for 2024. The company is also advancing the Alpha Gold Project in Nevada and currently has drill permits for its Burro Creek Gold and Silver Project in Arizona and the Coppermine River Project in Nunavut.

ON BEHALF OF THE BOARD OF DIRECTORS OF

SITKA GOLD CORP.

" Donald Penner "
President and Director

For more information contact:

Donald Penner
President & Director
778-212-1950
dpenner@sitkagoldcorp.com

or

Cor Coe
CEO & Director
604-817-4753
ccoe@sitkagoldcorp.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary and Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the ability of the Company to complete the Offering on the proposed terms or at all, the anticipated use of proceeds from the Offering and receipt of regulatory approvals with respect to the Offering.

Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will be able to complete the Offering on the terms as anticipated by management, that the Company will use the proceeds of the Offering as anticipated, and that the Company will receive regulatory approval with respect to the Offering. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Company will not be able to complete the Offering on the terms as anticipated by management or at all, that the Company will not use the proceeds of the Offering as anticipated, that the Company will not receive regulatory approval with respect to the Offering, risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

SOURCE: Sitka Gold Corp