Onyx Gold Closes Second Tranche Of Non-Brokered Private Placement Financing With Strategic Investors

(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - June 6, 2025) - Onyx Gold Corp. (TSXV: ONYX) (OTCQX: ONXGF) (" Onyx Gold " or the " Company ") announces closing of the second and final tranche of its previously announced non-brokered private placement (the " Private Placement "). Pursuant to the second tranche of the Private Placement, the Company issued 1,709,657 common shares that qualify as "flow-through shares" (within the meaning of subsection 66(15) of Income Tax Act (Canada) (the " Tax Act ")) (the " FT Shares ") at a price of $1.19 per FT Share for aggregate gross proceeds of approximately $2.03 million. Following the closing of this final tranche, the Company has raised a total of $13.04 million since May 2025.

Following closing of the Private Placement, an existing strategic investor will own approximately 9.4% of the issued and outstanding common shares of the Company.

"We're very pleased to close this final tranche with support from existing strategic investors," said Brock Colterjohn, President & CEO of Onyx Gold. "Their investment signals support for our projects and our team. With over $15 million raised, including the exercise of outstanding warrants, Onyx Gold will be able to advance our exploration initiatives, as we continue to build value for our shareholders."

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Tax Act, to incur (or be deemed to incur) "Qualifying Expenditures" related to the Company's projects in Ontario and the Yukon, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

The Private Placement is subject to final acceptance by the TSX Venture Exchange. The FT Shares have been offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period of four months and one day from the respective closing dates in accordance with applicable Canadian securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " 1933 Act ") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act.

About Onyx Gold

Onyx Gold is an exploration company focused on well-established Canadian mining jurisdictions, with assets in Timmins, Ontario, and Yukon Territory. The Company's extensive portfolio of quality gold projects in the greater Timmins gold camp includes the Munro-Croesus Gold property, renowned for its high-grade mineralization, plus two additional earlier-stage large exploration properties, Golden Mile and Timmins South. Onyx Gold also controls four properties in the Selwyn Basin area of Yukon Territory, which is currently gaining significance due to recent discoveries in the area. Onyx Gold's experienced board and senior management team are committed to creating shareholder value through the discovery process, careful allocation of capital, and environmentally/socially responsible mineral exploration.

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