Mr. Devin Pickell reports
RENEGADE GOLD ANNOUNCES $4 MILLION NON FLOW-THROUGH AND $300,000 FLOW-THROUGH PRIVATE PLACEMENT
Renegade Gold Inc. proposes to undertake a non-brokered private placement for aggregate gross proceeds of up to $4.3-million, consisting of non-flow-through units at 23 cents per non-flow-through unit for gross proceeds of up to $4-million and flow-through units at a price of 23 cents per flow-through unit for gross proceeds of up to $300,000.
Each non-flow-through unit will consist of one common share of the company and one transferable share purchase warrant, with each warrant exercisable into one share for a period of three years from the date of issue at a price of 30 cents per share. Each flow-through unit will consist of one flow-through share and one-half of one transferable share purchase warrant, with each whole warrant exercisable into one non-flow-through share for three years from the date of issue at a price of 30 cents per share. If after all regulatory holds on the non-flow-through warrants and flow-through warrants expire and the shares trade on the TSX Venture Exchange at a price of 60 cents or more for 10 consecutive trading days at any time (the acceleration event), then the non-flow-through warrants and the flow-through warrants will expire, subject to the company's discretion, on the earlier of the expiry date and 4:30 p.m. Vancouver time on the date which is 30 calendar days after the company provides notice to the holders of the non-flow-through and flow-through warrants that the acceleration event has occurred.
The company intends to use the proceeds from the sale of the non-flow-through units to extinguish debt, for exploration expenditures and for general working capital. The company intends to use the gross proceeds from the sale of the flow-through units to incur Canadian exploration expenses that are flow-through mining expenditures (as such terms are defined in the Income Tax Act (Canada)) related to the company's projects in Ontario.
The company may pay finders' fees comprising cash and/or non-transferable warrants in connection with the placement, subject to compliance with the policies of the TSX-V and applicable securities laws. The company anticipates closing of the placement (in one or more tranches) as soon as practicable subject to receipt of all necessary regulatory approvals, including the approval of the TSX-V. All securities issued under the placement will be subject to applicable regulatory holds expiring four months and one day from date of issue. Additionally, the shares underlying the non-flow-through units and flow-through units (but excluding the shares underlying the non-flow-through warrants and flow-through warrants) will be subject to a 12-month contractual hold period.
In connection with the placement, the company also announces that it will not be proceeding with the private placement previously announced on Nov. 10, 2025.
About Renegade Gold Inc.
Renegade Gold is a growth-focused company engaged in the business of acquisition, exploration and development of mineral properties located in the Red Lake mining district of Northern Ontario. As part of its regional-scale consolidation strategy, the company has assembled one of the largest prospective land packages in and around the Red Lake mining district in proximity to major mines and deposits as well as along the Confederation Lake and Birch-Uchi greenstone belts. The 1,320-square-kilometre prospective and diversified exploration portfolio has significant potential for gold and critical minerals on trend, with the major structures hosting known gold occurrences in the Red Lake mining district today, though mineralization elsewhere in the Red Lake mining district is not necessarily indicative of the mineral potential at the company's properties.
We seek Safe Harbor.
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