Mr. Wendell Zerb reports
RED CANYON ANNOUNCES NON-BROKERED PRIVATE PLACEMENTS FOR GROSS PROCEEDS OF UP TO C$3,500,000
Red Canyon Resources Ltd. has proposed to undertake two concurrent non-brokered private placements to raise aggregate gross proceeds of up to $3.5-million. Under a private placement utilizing the listed issuer financing exemption, the company proposes to raise gross proceeds of up to $2-million through the sale of up to 10 million common shares of the company at a price of 20 cents per LIFE share. All securities issued in connection with the LIFE offering will be immediately tradeable upon issuance.
Additionally, under a concurrent private placement, the company proposes to raise gross proceeds of up to $1.5-million through the sale of up to 7.5 million units of the company at a price of 20 cents per unit. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share of the company at a price of 30 cents any time on or before that date which is 24 months after the closing date (as defined herein). All securities issued in connection with the concurrent offering will be subject to a statutory hold period of four months and one day.
The company intends to use the net proceeds from the two offerings for the exploration and advancement of the company's portfolio of copper and copper/gold projects in British Columbia and Western United States, as well as for working capital and general corporate purposes, as is more fully described in the offering document (as herein defined).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the LIFE shares will be offered for sale to purchasers resident in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The LIFE shares are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.
There is an offering document related to the LIFE 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 two offerings are expected to close on or about March 20, 2026, or such other date as the company may determine. Completion of the offerings is subject to
certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.
Finders' fees may be paid in connection with the offerings in accordance with the policies of the CSE.
Directors and officers of the company may acquire securities under the offerings, which will be considered a related party transaction as defined under Multilateral Instrument 61-101. Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
About Red Canyon Resources Ltd.
Red Canyon Resources is a geoscience-driven, discovery-focused mineral exploration company exploring North America's top copper jurisdictions. Red Canyon has a portfolio of 100-per-cent-owned
copper and copper-gold porphyry exploration projects. The company's technical team consists of experienced geoscientists with diverse capital market, small cap and major mining company backgrounds, and a record of success.
We seek Safe Harbor.
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