Gold Runner Exploration Announces Non-Brokered Private Placement Financing of Flow-Through Units and Charity Flow Through Units

Gold Runner Exploration Inc. (CSE: GRUN) (FSE: CE70) (‘Gold Runner’ or the ‘Company’) is pleased to announce its intention to complete a non-brokered private placement financing (the ‘Offering’) for proceeds of up to $1,500,000 consisting of Critical Minerals Exploration Tax Credit (‘CMETC’) flow-through units (‘FT Units’) of the Company at a price of $1.45 per FT Unit and charity flow-through Units (‘Charity FT Units’, and collectively with the ‘FT Units’, the ‘Units’)) at a price of $1.45 per Charity FT Unit. The Company reserves the right to increase the size of the Offering, subject to the approval of the Canadian Securities Exchange (the ‘Exchange’). Each Unit will be comprised of one common share (‘Common Share’) of the Company and one Common Share purchase warrant (the ‘Warrants’), and each Warrant will entitle the holder thereof to acquire one Common Share of the Company at a price of $1.50 per Common Share for a period of 36 months from the date of issuance.

The securities issued under the Offering will have a hold period expiring four months and one day from the date of issuance pursuant to applicable Canadian securities laws. Closing of the Offering remains subject to regulatory approvals, including approval of the CSE.

Net proceeds from the Offering will be used for exploration of the Company’s Golden Girl property situated in the Golden Triangle of British Columbia. The Company optioned the Golden Girl Property from the B-ALL Syndicate, the same team that generated and staked Goliath Resources (TSXV: GOT) Surebet Discovery and contributed to advancing that discovery to where it is today. The B-ALL Syndicate also generated and staked the Big One discovery that was subsequently optioned to Juggernaut Exploration (TSXV: JUGR,OTC:JUGRF) and is situated adjacent to Galore Creek. Golden Girl is located approximately mid-way between Goliath’s Surebet Discovery and Juggernaut’s Big One discovery.

This Offering qualifies for the Critical Mineral Exploration Tax Credit (CMETC) and each Unit shall be comprised of one common share of the Company that will qualify as a CMETC ‘flow-through share’ (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). The Company will incur expenditures that will qualify as ‘Canadian Exploration Expenses’ and ‘flow-through critical mineral mining expenditures’ as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the FT Units with an effective date no later than December 31, 2026.

The Company may pay finder’s fees to eligible arm’s-length third parties on gross proceeds of the Offering, consisting of 6% cash and/or 6% broker warrants, with each broker warrant exercisable for a period of 36 months from the date of issuance at a price of $1.50 per Common Share.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘U.S. Securities Act‘), or any U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On Behalf of the Board of Directors,

‘Chris Wensley’

Chris Wensley, Director & Chief Executive Officer

About Gold Runner Exploration Inc.

Gold Runner Exploration is an exploration company focused on the exploration and development of its portfolio of gold and silver properties located in prolific mining districts of Canada and the United States of America. In British Columbia, Gold Runner holds the option to acquire a 100% interest in the Golden Girl Property, located in the prolific Golden Triangle of Northwestern British Columbia. In North Central Nevada, the Company holds the Rock Creek gold project, the Falcon Mine project and the Dry Creek project, located in the Tuscarora Mountains in close proximity to the world-renowned Carlin Trend. Gold Runner also holds a 10% carried interest in the Cimarron project located in the San Antonio Mountains of Nye County, Nevada, within the Walker Lane Trend.

Forward-Looking Information

This news release includes certain information that may be deemed ‘forward-looking information’ under applicable securities laws. All statements in this release, other than statements of historical facts, including but not limited to those that address the Offering, completion (if any) and timing of the same and proposed use of proceeds from the Offering, acquisition of any properties and future work thereon, mineral resource and reserve potential, exploration activities and corporate initiatives. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in the forward-looking information. These include the results of the Company’s due diligence investigations, market prices, exploration successes, continued availability of capital financing, and general economic, market or business conditions, and those additionally described in the Company’s filings with the Canadian securities authorities.

Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking information. For more information on the Company, investors are encouraged to review the Company’s public filings at www.sedarplus.ca. 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 CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

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