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Gordon Mining Group Inc.
Symbol GORD
Shares Issued 12,113,333
Close 2026-11-02 C$ 0.34
Market Cap C$ 4,118,533
Recent Sedar+ Documents

ORIGINAL: Gordon Mining Completes Acquisition of the Tungsten Tail Project, Sierra County, New Mexico

2026-11-02 17:24 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - November 2, 2026) - Gordon Mining Group Inc. (CSE: GORD) (OTCQB: GORDF) (FSE: L5Y0) (formerly Golden Spike Resources Corp.) (the "Company" or "Gordon Mining") announces that, further to its news release dated October 20, 2026, it has completed the acquisition (the "Transaction") of 100% of the membership interests of TT Minerals LLC ("TT Minerals"), the holder of the Tungsten Tail Project in Sierra County, New Mexico (the "Project"), from Lamina Minerals LLC (the "Vendor") pursuant to the membership interest purchase and sale agreement dated October 19, 2026 (the "Agreement"). TT Minerals is now a wholly-owned subsidiary of the Company.

Closing Consideration

At closing, the Company paid C$125,000 in cash to the Vendor and issued 1,500,000 common shares of the Company (the "Closing Shares") to Strata Mine Technologies, Corp. ("Strata"), the sole member of the Vendor, at the Vendor's direction under the Agreement. TT Minerals also granted Strata, as the Vendor's designee, a 2.0% net smelter returns royalty on the Project and the Area of Interest (as defined in the Agreement), of which the Company may repurchase 1.0% at any time for US$1,000,000.

The Closing Shares are subject to a 36-month escrow under an escrow agreement among the Company, the Vendor, Strata and TSX Trust Company, as escrow agent (the "Escrow Agreement"). 150,000 Closing Shares were released on issuance; the remaining 1,350,000 Closing Shares will be released in six tranches of 225,000 at 6, 12, 18, 24, 30 and 36 months after the date of issuance. The Closing Shares are also subject to a statutory hold period of four months and one day expiring on March 3, 2027.

The Company may issue up to 3,500,000 additional common shares in the capital of the Company (the "Common Shares") upon receipt or deemed receipt of drill permits (within 24 months after closing, subject to limited extensions) and achievement of specified drilling milestones. A further C$500,000 is payable in cash or, at the Company's election, Common Shares at the Deemed Issue Price (as defined in the Agreement), upon completion and SEDAR+ filing of a qualifying NI 43-101 or JORC resource report. Milestones require independent Qualified Person confirmation; full terms are described in the October 20, 2026 news release. The contractual thresholds do not indicate expected resources, and no mineral resource has been estimated for the Project.

"We are pleased to have completed the acquisition of the Tungsten Tail Project and look forward to taking the next steps to advance it," said Ryan Connacher, President and Chief Executive Officer of Gordon Mining.

Early Warning Disclosure

This news release is issued, in part, by the Company on behalf of Strata pursuant to the early warning requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids. On November 2, 2026, Strata, a Delaware corporation, acquired ownership and control of 1,500,000 Common Shares, issued from treasury as partial consideration for the membership interests of TT Minerals under the Agreement, representing approximately 11.02% of the 13,613,333 Common Shares outstanding immediately after closing. Immediately before the Transaction, neither Strata nor any joint actor owned or controlled any securities of the Company. 1,350,000 of the Closing Shares are held in escrow under the Escrow Agreement; Strata retains ownership of, and the right to vote, all 1,500,000 Closing Shares. Strata has become an insider of the Company.

Strata acquired the Closing Shares as consideration under the Agreement and holds them for investment purposes. Depending on market and other conditions, Strata may acquire additional securities of the Company, including any further Common Shares issuable to it under the Agreement, or dispose of securities of the Company, in compliance with applicable securities laws and the Escrow Agreement, and has no other present plans or intentions of the kind described in Item 5 of Form 62-103F1.

Strata will file an early warning report under the Company's profile on SEDAR+ at www.sedarplus.ca. A copy may also be obtained from the Company at the contact information below.

About Gordon Mining Group Inc.

Gordon Mining Group Inc. (CSE: GORD) (OTCQB: GORDF) (FSE: L5Y0) (formerly Golden Spike Resources Corp.) is a Canadian mineral exploration company focused on identifying, acquiring and unlocking value in mineral opportunities in Canada and other low-risk jurisdictions. The Company currently holds a 100% interest in the 5,175-hectare Gregory River Property in Newfoundland, strategically centered over an approximate 11-kilometre-long stretch of the Gregory River VMS-belt, a north-northeast trending corridor of very prospective ground with potential to host Cyprus-type polymetallic VMS deposits. In addition, the Gregory River Property hosts a cluster of historically explored, high-grade, copper ±gold-zinc vein structures and breccia hosted stockworks. The Company also holds, through TT Minerals, a 100% interest in the Tungsten Tail tungsten project in Sierra County, New Mexico. The Company remains dedicated to sustainable exploration practices and continues to collaborate with local communities, consultants, and stakeholders as it progresses its exploration initiatives.

Contact Information

Ryan Connacher, President and Chief Executive Officer

rjconnacher@icloud.com

+1 (647) 987-7458

https://gordonmininggroup.com

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

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Forward-Looking Statements

Certain statements made and information contained herein constitute "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding the release of the Closing Shares from escrow, the potential issuance of additional Common Shares, the achievement of milestones under the Agreement, the Company's exploration intentions for the Project, including planned surface work, interpretation of geophysical data, ground geophysics, drill permitting and drilling, the filing of an early warning report by Strata, and Strata's intentions with respect to its securities of the Company. Forward-looking information is often identified by words such as "intends," "plans," "expects," "anticipates," "may," "will" and similar expressions, and is based on assumptions management considers reasonable, including that permits will be obtained on acceptable terms and timelines and that exploration results will support further work. Forward-looking information is subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including risks relating to the validity of and title to unpatented mining claims, including the recording of the transfer of the claims to TT Minerals with the U.S. Bureau of Land Management; risks relating to permitting on U.S. Forest Service lands, including the timing and conditions of any plan of operations or state exploration permit; the risk that exploration does not reproduce historical results; risks associated with exploration activity generally, equipment limitations and availability, commodity price volatility, financing, and other risks of which the Company may not currently be aware. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322206

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