Onyx Announces Closing of $8 Million Financing and Increases Non-Brokered Offering with Strategic Investors

Vancouver, May 22, 2025 - Onyx Gold Corp. (TSXV: ONYX) (OTCQX: ONXGF) ("Onyx" or the "Company") announces closing of its previously announced $8,038,000 "bought deal" private placement (the "Offering") of (a) 5,000,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act (as defined below)) (the "Tranche 1 FT Shares") at a price of $1.00 per Tranche 1 FT Share for aggregate gross proceeds of $5,000,000, and (b) 3,100,000 common shares of the Company that qualify as "flow-through shares" (the "Tranche 2 FT Shares") at a price of $0.98 per Tranche 2 FT Share for aggregate gross proceeds of $3,038,000.

The Offering was led by Cormark Securities Inc., together with Agentis Capital Markets Limited Partnership on behalf of a syndicate of underwriters (collectively, the "Underwriters"). The Underwriters received a cash commission equal to 6% of the gross proceeds of the Offering, which is $482,280.

The Company will use an amount equal to the aggregate gross proceeds received by the Company from the sale of the Tranche 1 FT Shares and the Tranche 2 FT Shares (collectively, the "FT Shares"), pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act"), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act) (the "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. In the case of the Tranche 1 FT Shares, the Canadian exploration expenses will also qualify for the "Ontario focused flow-through share tax credit" (for the purposes of the Taxation Act, 2007 (Ontario)). 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 Tranche 1 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"). The Tranche 1 FT Shares issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

The Tranche 2 FT Shares were offered for sale to purchasers resident in Canada, except for Québec, and other qualifying jurisdictions pursuant to one or more exemptions from the prospectus requirements under NI 45-106 (but not pursuant to the Listed Issuer Financing Exemption), including in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in certain other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Tranche 2 FT Shares are subject to a hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws.

The Offering is subject to final acceptance by the TSX Venture Exchange.

Non-Brokered Private Placement

The Company is also pleased to announce that in connection with its previously announced $3 million non-brokered private placement with strategic investors, the Company will add a second tranche of "flow-through shares," for combined aggregate gross proceeds of up to $5.39 million (collectively, the "Non-Brokered Private Placement").

The Non-Brokered Private Placement will consist of (a) the issuance of 3,490,343 common shares in the capital of the Company (the "Non-FT Shares") at a price of $0.85 per Non-FT Share for aggregate gross proceeds for approximately $3 million; and (b) the issuance of up to 2,009,657 common shares in the capital of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act) (the "NB FT Shares") at a price of $1.19 per NB FT Share for aggregate gross proceeds of up to $2.39 million.

The net proceeds of the first tranche of the Non-Brokered Private Placement will be used by the Company for general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the NB 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 NB FT Shares effective December 31, 2025. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each NB 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 first tranche of the Non-Brokered Private Placement is expected to close on or about May 29, 2025, or such other date as the Company and the strategic investors may agree, and is subject to certain conditions to closing. The TSX Venture Exchange has conditionally approved the first tranche of the Non-Brokered Private Placement.

The second tranche of the Non-Brokered Private Placement is expected to close on or about June 6, 2025, or such other date as the Company and the subscribers may agree, and is subject to certain conditions to closing, including the approval of the TSX Venture Exchange.

The Non-FT Shares and NB FT Shares will be 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.

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

Cautionary and Forward-Looking Statements

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements about the Offering (including the tax treatment of the FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers and use of proceeds of the Offering), statements about the Non-Brokered Private Placement (including the completion of the Non-Brokered Private Placement on the terms and timeline as announced or at all, the tax treatment of the NB FT Shares, the timing to renounce all Qualifying Expenditures in favour of the subscribers, the use of proceeds), statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions and the Company's anticipated work programs.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Non-Brokered Private Placement will not close on the anticipated timeline or at all on the anticipated terms; that the Company will not use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; that the Company will not receive all necessary approvals in respect of the Offering and Non-Brokered Private Placement; market volatility; the state of the financial markets for the Company's securities; the speculative nature of mineral exploration and development; fluctuating commodity prices; the future tax treatment of the FT Shares and the NB FT Shares; competitive risks; and the availability of financing, as described in more detail in our recent securities filings available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, among other things, that the Non-Brokered Private Placement will close on the anticipated timeline or at all and on the anticipated terms; that the Company will use the net proceeds of the Offering and the Non-Brokered Private Placement as anticipated; and that the Company will receive all necessary approvals in respect of the Offering and the Non-Brokered Private Placement, if applicable.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253058