23:28:10 EDT Fri 17 Apr 2026
Enter Symbol
or Name
USA
CA



RPX Gold Inc
Symbol RPX
Shares Issued 373,662,747
Close 2026-04-17 C$ 0.175
Market Cap C$ 65,390,981
Recent Sedar+ Documents

RPX Gold increases placement to $12.3-million

2026-04-17 17:58 ET - News Release

Mr. Michael Michaud reports

RPX GOLD ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED "BEST EFFORTS" LIFE OFFERING AND PRIVATE PLACEMENT TO C$12,300,000

RPX Gold Inc. has entered into an amendment agreement with Haywood Securities Inc., as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents, including Research Capital Corp. and Paradigm Capital Inc., pursuant to which the agents have agreed to increase the size of the previously announced best efforts private placement offering of securities of the company to maximum gross proceeds to the company of $12.3-million.

Pursuant to the Upsized offering, the offered securities shall comprise any combination of: (i) common shares of the company at a price of 17 cents per non-FT share; (ii) units of the company at a price per non-FT unit equal to the non-FT issue price; (iii) common shares of the company (the Tranche 1 FT shares) at a price of 23.8 cents per Tranche 1 FT share (the Tranche 1 FT price); (iv) units of the company (the Tranche 1 FT units) at a price per Tranche 1 FT unit equal to the Tranche 1 FT price; (v) common shares of the company (the Tranche 2 FT shares) at a price of 20.4 cents per Tranche 2 FT share (the Tranche 2 FT price); and (vi) units of the company (the Tranche 2 FT units) at a price per Tranche 2 FT unit equal to the Tranche 2 FT price. Closing of the sale of the offered securities sold pursuant to the LIFE (as defined below) is subject to the receipt of minimum gross proceeds of $4-million from the sale of any combination of non-FT shares and non-FT units.

Each non-FT unit will consist of one common share of the company and one-half of one common share purchase warrant of the company. Each Tranche 1 FT share will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). Each Tranche 1 FT unit will consist of one Tranche 1 FT share and one-half of one warrant. Each Tranche 2 FT share will qualify as a flow-through share (within the meaning of Subsection 66(15) of the tax act). Each Tranche 2 FT unit will consist of one Tranche 2 FT share and one-half of one warrant. Each warrant will entitle the holder to acquire one common share at a price per warrant share of 27 cents for a period of 24 months from the closing date of the upsized offering.

The company has granted the agents an option to sell up to an additional 15 per cent of the upsized offering, being $1,845,000, in any combination of: non-FT shares, non-FT units, Tranche 1 FT shares, Tranche 1 FT units, Tranche 2 FT shares and Tranche 2 FT units at their respective issue prices, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the upsized offering.

The company, pursuant to the provisions in the tax act shall use an amount equal to the gross proceeds of the sale of the Tranche 1 FT shares, Tranche 1 FT units, Tranche 2 FT shares and Tranche 2 FT units to incur Canadian exploration expenses that qualify as flow-through mining expenditures as both terms are defined in the tax act and eligible Ontario exploration expenditure as defined in Subsection 103(4) of the Taxation Act, 2007 (Ontario) after the closing date of the upsized offering and prior to Dec. 31, 2027, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 1 FT shares, Tranche 1 FT units, Tranche 2 FT shares and Tranche 2 FT units. The company shall renounce the qualifying expenditures so incurred to the purchasers of the Tranche 1 FT shares, Tranche 1 FT units, Tranche 2 FT shares and Tranche 2 FT units effective on or before Dec. 31, 2026.

The net proceeds from the sale of the non-FT shares and non-FT units shall be used for general corporate and working capital purposes as set out in the amended offering document (as defined below).

The non-FT units, Tranche 1 FT units and Tranche 2 FT units will be issued and sold to eligible purchasers resident in each of the provinces of Canada pursuant to the available accredited investor, minimum amount investment, and family, friends and business associates private placement exemptions in accordance with National Instrument 45-106 -- Prospectus Exemptions. The non-FT shares, Tranche 1 FT shares and Tranche 2 FT shares will be offered and sold to eligible purchasers resident in each of the provinces of Canada, other than Quebec, pursuant to the listed issuer financing prospectus exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The non-FT shares and non-FT units may also be offered and sold to eligible purchasers in jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions and to eligible purchasers in the United States who are qualified institutional buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended pursuant to an exemption from registration requirements of the U.S. Securities Act, as amended.

The non-FT shares, Tranche 1 FT shares and Tranche 2 FT shares to be issued under the upsized offering pursuant to the LIFE will not be subject to a restricted period pursuant to applicable Canadian securities laws.

The non-FT units, Tranche 1 FT units and Tranche 2 FT units to be issued under the upsized offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the upsized offering.

There is an amended and restated offering document related to the upsized offering of the non-FT shares, Tranche 1 FT shares and Tranche 2 FT shares that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of the non-FT shares, Tranche 1 FT shares and Tranche 2 FT shares should read the amended offering document before making an investment decision.

The upsized offering is expected to close on or about May 13, 2026, or such other date as the company and the agents may agree, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

About RPX Gold Inc.

RPX Gold (formerly Red Pine Exploration Inc.) is a Toronto-based gold exploration company. The company's shares trade on the TSX Venture Exchange under the symbol RPX and on the OTCQB Markets under the symbol RDEXF.

The company's flagship asset, the Wawa gold project, is located in Northwestern Ontario, in the Michipicoten greenstone belt of Ontario, adjacent to several established gold-producing operations, including those operated by Wesdome Gold Mines Ltd., Alamos Gold Inc. and Hemlo Mining Corp. The Wawa gold project benefits from strong local infrastructure and excess regional mill capacity.

The company is evaluating phase 1 open-pit operations designed to generate early cash flow in order to help finance advancement of the Wawa gold project to transition to an underground operation. This phased approach is aimed at derisking development, accelerating time to revenue and minimizing shareholder dilution. The approach is subject to the completion of a number of milestones before a production decision can be made, such as continued drilling and mineral resource definition, conducting additional metallurgical testwork, completing a prefeasibility study, continuing baseline studies, as well as additional permitting and indigenous peoples consultations, among other factors.

The Wawa gold project currently hosts mineral resources from two mineral deposits, namely the Jubilee shear and the Minto mine. The mineral resource includes an indicated mineral resource of 22,909,000 tonnes grading 1.69 grams per tonne gold (g/t Au) containing 1,244,000 ounces of gold and an inferred mineral resource of 9,951,000 tonnes grading 1.59 g/t Au containing 509,000 ounces of gold, with both open pit and underground mining potential. Gold mineralization extends to surface on a historic mining property, which supports the company's phased development strategy. Please refer to the technical report entitled "Preliminary Economic Assessment: Wawa Gold Project" with an effective date of Feb. 18, 2026, which is available on SEDAR+ under the company's profile.

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