Sitka announces acquisition of Victoria Gold’s Clear Creek Property

Sitka Gold announces that the Company has executed a definitive asset purchase agreement with Victoria Gold Corp. dated June 24, 2024 in connection with the acquisition of a 100% interest in the Clear Creek property, located adjacent to the Company’s RC Gold Project. The Clear Creek Property claims adjoin Sitka Gold’s road accessible RC Gold Project located approximately 100 kilometres east of Dawson City, Yukon and cover the southern portion of the Clear Creek Intrusive Complex. The Property encompasses several regions of intrusion-related gold mineralization that have undergone various levels of exploration, including historical reverse circulation and diamond drilling. Pursuant to the Purchase Agreement, the Company issued to Vendor an aggregate of 21,843,401 common shares in the capital of the Company as an initial payment, representing 8% of the issued and outstanding shares of Sitka after giving effect to the issuance of the Shares. In order to complete the Acquisition, the Company is required to make the following additional payments: $2,000,000 on or before August 30, 2025; $3,000,000 on or before June 24, 2026; and $6,000,000 on or before June 24, 2027. During the term of the Purchase Agreement while the Deferred Payments are pending, Sitka will act as operator of the Clear Creek Property and have control over its work programme. The Company may, in its sole discretion, satisfy any Deferred Payment in cash or through the issuance of such number of Shares as is equal to the amount of the applicable Deferred Payment based on the volume weighted average price of the Shares on the TSX Venture Exchange for the 20 consecutive trading days immediately prior to the due date of the applicable Deferred Payment, provided however that in the event that any such Share issuance would result in the Vendor holding greater than 19.9% of the issued and outstanding Shares of the Company, the Company must first obtain: the written consent of the Vendor to receive such Shares; and approval of the shareholders of the Company in accordance with Exchange policies. As additional consideration, upon completion of the Acquisition, the Company will grant to the Vendor a 5.0% net smelter return royalty on the Property. The Company shall have the right at any time following the grant of the NSR Royalty to purchase from the Vendor 60% of the NSR Royalty by way of a one-time cash payment of $10,000,000. In the event that the Company publicly delineates proven and probable mineral reserves of 2,000,000 ounces or more of gold or gold equivalent on the Property, then the Company shall make an additional payment of $10,000,000 in cash to the Vendor within 60 business days of such public delineation. In the event that the Company has not made such public delineation before the fifth anniversary of the Purchase Agreement, then the Vendor shall have the right to cause an evaluation by an independent qualified personto be conducted as to the extent of the mineral resources on the Property, and, in the event such qualified person determines the existence of measured and/or indicated resources of 2,000,000 ounces or more of gold or gold equivalent on the Property, then the Company shall make the $10,000,000 cash payment to the Vendor within 60 business days. In connection with the Purchase Agreement, the parties have entered into an investor rights agreement pursuant to which, among other things: at any time in which the Vendor shall have beneficial ownership of at least 15% of the issued and outstanding Shares of the Company, the Vendor shall have the right to nominate one director to the board of directors of the Company; and the Vendor has been granted certain customary anti-dilution and registration rights.