Golden Arrow Closes 1st Tranche of the Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO THE UNITED STATES

Vancouver, BC / CNW / February 6, 2024 / Golden Arrow Resources Corporation (TSX-V: GRG, FSE: G6A, OTCQB: GARWF), (“Golden Arrow” or the “Company”) is pleased to announce it has closed the 1st tranche of the non-brokered private placement offering (the “Offering”), as announced on January 19, 2024, through the issuance of 16,890,000 units at a subscription price of $0.05 per unit (a “Unit” or “Units”) for aggregate gross proceeds to the Company of $844,500.

Each Unit consists of one common share and one transferrable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share in the capital of the Company at $0.10 per share for three (3) years from the date of issue expiring on February 6, 2027.

Finder’s fees of $23,240 are payable in cash on a portion of the private placement to parties at arm’s length to the Company. In addition, 464,800 non-transferable finder’s warrants are issuable (the “Finder’s Warrants”).  Each Finder’s Warrant entitling a finder to purchase one common share at a price of $0.10 per share for three (3) years from the date of issue, expiring on February 6, 2027.

The Company’s flagship San Pietro IOCG Project in Chile is funded to support a resource delineation program through the recently announced option agreement (see News Release dated January 12, 2024). The proceeds of this Offering will provide funds for other early-stage exploration work in Argentina as well as the necessary funds for general working capital.

Certain insiders of the Company participated in the Private Placement for $30,000 in Units. Such participation represents a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25% of the Company’s market capitalization.

This Offering is subject to regulatory approval and all securities to be issued pursuant to the Offering are subject to a four-month hold period under applicable Canadian securities laws expiring on June 6, 2024. The proceeds of the Offering will be used for general working capital and exploration on its properties in Argentina.

About Golden Arrow:

Golden Arrow Resources Corporation is a mining exploration company with a successful track record of creating value by making precious and base metal discoveries and advancing them into exceptional deposits.

Golden Arrow is actively exploring its flagship property, the advanced San Pietro iron oxide-copper-gold-cobalt project in Chile, and a portfolio that includes nearly 125,000 hectares of prospective properties in Argentina.

The 100%-held San Pietro Project covers nearly 18,500 hectares, approximately 100 kilometres north of Copiapo in the centre of a potential new copper-cobalt region within an active mining district that is home to all the major iron oxide-copper-gold (“IOCG”) deposits in Chile. San Pietro hosts multiple targets with strong IOCG+cobalt mineralization, and the Company is working to delineate its first mineral resource for the project in 2024.

The Company is a member of the Grosso Group, a resource management group that has pioneered exploration in Argentina since 1993.

ON BEHALF OF THE BOARD

“Joseph Grosso”
_____________________________________
Joseph Grosso, President, CEO and Director

For further information please contact:
Corporate Communications
Tel: 1-604-687-1828
Toll-Free: 1-800-901-0058
Email: [email protected]

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

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.