Mr. Scott Walters reports
BIG GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENTS
Big Gold Inc. has launched a non-brokered private placement of securities for up to $550,000.
As part of a listed issuer financing exemption offering, Big Gold will issue up to 11.25 million non-flow-through hard units under the listed issuer financing exemption for gross proceeds of $450,000 at a price of four cents per HD unit and up to 2,222,222 flow-through units for gross proceeds of $100,000 at a price of 4.5 cent per FT unit.
Each HD unit will be composed of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of the company for a period of 36 months from the date of issuance at an exercise price of 7.5 cents per share.
Each FT unit will be composed of one common share in the capital of the company and one-half of one common share purchase warrant. Each full warrant will entitle the holder thereof to purchase one common share of the company for a period of 36 months from the date of issuance at an exercise price of 7.5 cents per share.
Each FT share will qualify as a flow-through share within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The entire gross proceeds from the FT shares will be used for Canadian exploration expenses as such term is defined in paragraph (f) of the definition of Canadian exploration expense in Subsection 66.1(6) of the tax act, flow-through mining expenditures as defined in Subsection 127(9) of the tax act that will qualify as flow-through mining expenditures and Ontario flow-through mining expenditures as defined in Subsection 103(4) of the Income Tax Act (Ontario), which will be incurred on or before Dec. 31, 2027, and renounced with an effective date no later than Dec. 31, 2026, to the initial purchasers of FT shares.
The company may pay finders' fees composed of cash and non-transferable warrants in connection with both offerings, subject to compliance with the policies of the Canadian Securities Exchange.
The offerings are scheduled to close on or about Feb. 15, 2026, unless otherwise disclosed by the company.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the offering is being made to purchasers residing in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106. The securities offered under the exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The LIFE securities issued pursuant to the offering will not be subject to any statutory hold period in accordance with applicable Canadian securities laws.
About Big Gold Inc.
Big Gold is a junior mining exploration company. Its initial focus is to conduct exploration programs on the Martin Kenty and Tabor projects located in Ontario. Big Gold will also continue to consider other opportunities as they arise, with the objective of acquiring and exploring early-stage base and precious metal projects.
We seek Safe Harbor.
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