Grande Portage Announces First Closing of Non-Brokered Private Placement — Pursuant to the Listed Issuer Financing Exemption

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

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) (‘Grande Portage’ or the ‘Company’) is pleased to announce that it has completed a first closing of its non-brokered private placement previously announced on October 30, 2024 for the sale of 3,470,000 units (each, a ‘Unit’) at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the ‘Offering’). The Offering is being carried out pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions – Listed Issuer Financing Exemption (the ‘LIFE Exemption’) to purchasers resident in Canada, and in jurisdictions outside of Canada in compliance with the applicable securities laws of those jurisdictions. The Company has an offering document (the ‘Offering Document’) related to the Offering that can be accessed under Grande Portage’s profile at www.sedarplus.ca and on the Company’s website at https:grandeportage.com. Except for one US accredited investor, all other investors participating in the first closing subscribed for Units under the LIFE Exemption, and the Units issued pursuant to the LIFE Exemption are not subject to any statutory hold period in Canada. However, the Units issued to the US accredited investor are subject to Rule 144 resale restrictions under applicable US securities laws and will bear a legend to that effect

Each Unit consists of one common share in the capital of the Company (each, a ‘Common Share‘) and one Common Share purchase warrant (each, a ‘Warrant‘). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of C$0.45 per Common Share until November 13, 2026.

One director of the Company (the ‘Insider‘) participated in the first closing of the Offering. Participation by the Insider in the Offering is considered a ‘related party transaction’ pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101‘). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insider’s participation in the first closing of the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report in respect of the transaction 21 days in advance of closing of this private placement because the Insider’s participation had not been confirmed at that time. The shorter period was necessary in order to permit this private placement to close in a timeframe consistent with usual market practice for transactions of this nature.

Red Cloud Securities Inc., Canaccord Genuity Corp., and Ventum Financial Corp. (the ‘Finders‘) acted as the finders for the Company in respect of the Offering on a best efforts basis. As compensation for their services in connection with the first closing, the Finders received total cash compensation of C$70,770, and the Finders were also issued non-transferable share purchase warrants (the ‘Finders Warrants‘) which entitle the Finders to acquire up to 235,900 Common Shares at an exercise price of $0.30 per share any time until November 13, 2026.

Grande Portage intends to use the net proceeds of the Offering for furthering the exploration and development of its new Amalga project in Alaska, as well as general working capital purposes.

The Offering may close in multiple tranches with the final closing to occur no later than December 16, 2024. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the acceptance of the TSX Venture Exchange.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Grande Portage:

Grande Portage is a publicly traded mineral exploration company focused on the New Amalga Gold project (formerly the Herbert Gold project) situated approximately 25 km north of Juneau, Alaska. The Company holds a 100% interest in the New Amalga property. The New Amalga Gold project is open to length and depth and is host to at least six main composite vein-fault structures that contain ribbon structure quartz-sulfide veins. The project lies prominently within the 160km long Juneau Gold Belt, which has produced over seven million ounces of gold.

The Company’s updated NI 43-101 Mineral Resource estimate reported at a base case mineral resources cut-off grade of 2.5 grams per tonne gold (g/t Au) and consists of: an Indicated Resource of 1,438,500 ounces of gold at an average grade of 9.47 g/t Au (4,726,000 tonnes); and an Inferred Resource of 515,700 ounces of gold at an average grade of 8.85 g/t Au (1,813,000 tonnes), as well as an Indicated Resource of 891,600 ounces of silver at an average grade of 5.86 g/t Ag (4,726,000 tonnes); and an Inferred Resource of 390,600 ounces of silver at an average grade of 7.33 g/t silver (1,813,000 tonnes).

ON BEHALF OF THE BOARD

‘Ian Klassen‘
Ian M. Klassen
President & Chief Executive Officer
Tel: (604) 899-0106
Email: Ian@grandeportage.com

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain ‘forward-looking statements’ under applicable Canadian securities legislation. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as ‘believes’, ‘anticipates’, ‘expects’, ‘estimates’, ‘may’, ‘could’, ‘would’, ‘will’, or ‘plan’. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties as described in the Company’s filings with Canadian securities regulators. 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. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED UNDER THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE

SOURCE: Grande Portage Resources Limited

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