Mr. Randy Turner reports

INDEPENDENCE GOLD ANNOUNCES CLOSING OF $6,650,000 NON-BROKERED PRIVATE PLACEMENT

Independence Gold Corp. has closed the non-brokered private placement announced Oct. 2, 2024, and increased on Oct. 4, 2024.

The company issued 10,076,591 units at a price of 22 cents per unit for proceeds of $2,216,850 and 20,150,679 flow-through common shares (FT common shares) at a price of 22 cents per FT common share for proceeds of $4,433,150, for total proceeds of $6.65-million under the offering.

Randy Turner, president and chief executive officer of the company, commented: "We are very pleased with the overwhelming amount of market support for the company and we look forward to focusing on expanding the potential of the 3Ts project, starting with an approximately 7,500-metre planned drill program scheduled to commence on or around Nov. 1, 2024."

Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share in the capital of the company at an exercise price of 28 cents per common share for a period of 24 months from the date of issue. The company paid aggregate cash finder's fees of $200,556 cash and issued an aggregate of 853,143 non-transferable finders compensation warrants in connection with the distribution of FT shares and units to arm's-length subscribers. Each finder's warrant entitles the holder to purchase one common share of the company at a price of 28 cents per common share until Oct. 23, 2026.

Insiders of the company participated in the private placement on the same terms and conditions as non-arm's-length subscribers, subscribing for a total of 204,590 units and 340,909 FT common shares for aggregate proceeds of $120,010. The issuance of these securities to the insiders of the company are related-party transactions under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.7(b) and 5.5(b), respectively, of MI 61-101. There has been no prior formal valuation of the common shares and warrants issued as there has not been any necessity to do so. The private placement has been reviewed and unanimously approval by the company's board of directors, including the independent directors. In accordance with applicable securities legislation, all securities issued pursuant to the offering are subject to a hold period of four months plus one day from the date of the completion of the offering.

The proceeds from the sale of the FT common shares will be used by the company to incur for Canadian exploration expenses as defined by the Income Tax Act (Canada) at its 3Ts property in British Columbia, Canada, and the unit proceeds will be used for both exploration and general and administrative expenses.

We seek Safe Harbor.