Subject: News Release for Immediate Dissemination
Word Document
File: '\\swfile\EmailIn\20260323 170018 Attachment 2026-03-23 FNAU - NR - Closing of First Tranche and Options (v3).docx'
FOUR NINES GOLD CLOSES FIRST TRANCHE OF ITS NON-BROKERED PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA, March 23, 2026, Four Nines Gold Inc. ("Four Nines" or the "Company") (CSE: FNAU, OTC: FNAUF) announces that further to its February 24, 2026 news release, the Company has closed the first tranche of its non-brokered private placement (the "Private Placement") through the issuance of 3,800,000 units of the Company (each, a "Unit") for gross proceeds of CAD $760,000.
Each Unit was priced at CAD $0.20 per Unit, with each Unit consisting of one common share in the capital of the Company (each, a "Share") and one-half of one transferable share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Share (each, a "Warrant Share") at a price of $0.35 per Warrant Share for a period of two (2) years from the issuance date. The Warrants are subject to an acceleration right in favor of the Company whereby, in the event that the Company's Shares trade at a price on the Canadian Securities Exchange (the "CSE") (or such other exchange on which the Shares may be traded at such time) of $0.50 or greater per Share for a period of 10 consecutive trading days after four months and one day from the closing of the Private Placement, the Company may accelerate the expiry of the Warrants by giving notice to the holders thereof (by public news release and email to registered holders advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the tenth (10th) business day after the date of such notice.
The gross proceeds from the sale of the Units will be used for general working capital purposes, as well as mineral exploration and advancement of the Company's Hayden Hill gold-silver project.
The Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Joseph Yelder, a director of the Company, subscribed for 50,000 Units for proceeds of $10,000. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to the insider participation in the Private Placement as the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Company's market capitalization. The Company did not file a material change report in respect of the participation of the insider in the Private Placement at least 21 days before closing of the Private Placement as the participation of the insider was not determined at that time.
All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day.
The Company further announces that it has granted an aggregate of 700,000 stock options (the "Options") and 50,000 restricted stock units ("RSUs") to its directors and officers. The Options are exercisable at a price of $0.33 per common share for a term of five (5) years. The Options and RSUs are governed by the terms of the Company's Omnibus Equity Incentive Plan and the Options and RSUs, and any common shares issued upon the exercise of, are subject to a four month and one day hold period from the date of grant in accordance with the policies of the Canadian Securities Exchange.
About Four Nines Gold Inc.
Four Nines Gold Inc. has an experienced exploration team and the right to acquire 100% of the Hayden Hill Mine from a Kinross Gold U.S.A., Inc. subsidiary. The Company is exploring and developing a project in mining-friendly Northern California. Hayden Hill is a former producing gold mine that was explored through 99,862 meters of drilling in 742 holes and for which there has been no systematic exploration since the mine closed in 1997. The Hayden Hill project is located on private land and drill permits for the initial exploration program have been received from Lassen County. For more information, please contact the Company at info@fourninesgold.ca or visit our website at www.fourninesgold.ca for project updates and related background information.
ON BEHALF OF THE BOARD OF DIRECTORS
FOUR NINES GOLD INC.
Charles Ross
President
1600 - 409 Granville Street
Vancouver, BC, V6C 1T2
Tel: 604.602.0001
Forward-looking statements
This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Statements and information that are not historical facts are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. Forward-looking statements and the assumptions made in respect thereof involve known and unknown risks, uncertainties, and other factors beyond the Company's control. Forward-looking statements in this press release include statements regarding the private placement, including the ability of the Company to close the financing, raise funds as expected, and to utilize those funds on a post-closing basis. Mineral exploration is highly speculative and characterized by several significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Forward-looking statements in this press release are made as of the date herein. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this press release are reasonable, undue reliance should not be placed on such statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law.
Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
© 2026 Canjex Publishing Ltd. All rights reserved.