This press release is being issued in connection with the filing of an early warning report (the “EWR”) pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, regarding the change in ownership and control of common shares (the “Shares”) of Endurance Gold Corporation (the “Issuer”) by H. Ross Arnold (the “Acquiror”).
The Acquiror acquired 312,500 units (each, a “Unit”) of the Issuer at a price of $0.40 per Unit in connection with the closing of a non-brokered private placement (the “Offering”) announced in the news release of the Issuer on February 14, 2022. Each Unit comprises of one common share (each, a “Share”) of the Issuer and one-half Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the Acquiror to purchase one additional common shares of the Issuer at an exercise price of $0.55 per Share for a period of two years from the date of closing. The Offering was completed in reliance on the prospectus exemption set out in section 2.3 of National Instrument 45-106.
In the Acquiror’s last Earning Warning Report filed on May 29, 2015, the Acquiror had ownership and control over 21,342,103 common shares of the Issuer, representing 22.63% of the then issued and outstanding common shares of the Issuer. Since then, a total of 41,086,790 common shares have been issued from the Issuer’s treasury for mineral property acquisitions, private placements and the exercise of stock options and warrants. Since the date of his last Earning Warning Report, the Acquiror acquired a total of 5,695,833 common shares of the Issuer through participation in private placements and the exercise of stock options and warrants. As a result of these acquisitions and the Issuer’s shares being diluted, the Acquiror now directly and beneficially owns a total of 27,037,936 common shares, representing approximately 19.97% of the issued and outstanding shares of the Issuer which collectively triggered the requirement to file an Early Warning report.
Prior to the acquisition, the Acquiror beneficially owned or exercised control or direction over 26,725,436 shares and 250,000 stock options, representing approximately 20.92% and 21.08% of the issued and outstanding shares on an undiluted and diluted basis respectively. Following the acquisition, the Acquiror beneficially owned or exercised control or direction over 27,037,936 Shares, 250,000 stock options and 156,250 warrants, representing approximately 19.97% and 20.21% of the issued and outstanding common shares on an undiluted and diluted basis respectively.
The Acquiror acquired the common shares for investment purposes and as a director of the Issuer may continue to acquire additional securities of the Issuer from time to time in accordance with applicable securities laws.
An EWR will be filed by the Acquiror on the Issuer’s profile on SEDAR at www.sedar.com. To obtain a copy of the EWR, please contact the Issuer at the following address:
Endurance Gold Corporation Suite 520, 800 West Pender Street Vancouver, B.C. V6C 2V6 Email: firstname.lastname@example.org
/s/ H. Ross
Arnold H. Ross
Neither the TSX Venture Exchange nor its Regulatory Services Provider accepts responsibility for the adequacy or accuracy of this release.
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