Mr. J. Paul Stevenson reports
SEGO PLANS TO RAISE $800,000 IN A PRIVATE PLACEMENT
Sego Resources Inc. is planning to execute a non-brokered private placement of up to $800,000 for exploration and general working capital at its Miner Mountain project near Princeton, B.C., subject to regulatory approval. Alkalic porphyry copper-gold mineralization that occurs at Miner Mountain encompasses near-surface disseminated gold mineralization and porphyry copper mineralization in the Billy zone/South gold zone and deeper porphyry structural controlled copper-gold mineralization in the Cuba zone. (See news releases dated Dec. 19, 2025, and Feb. 2, 2026.)
Private placement
The offering will consist of 13,333,333 units at six cents per unit for gross proceeds of $800,000.
Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at 10 cents for three years from the closing of the private placement. The warrants will contain an acceleration clause that will be in place four months and one day after the units are issued. If, at any time after the date that is four months and one day after the closing date, the closing trading price of the common shares on the TSX Venture Exchange is greater than 18 cents per common share for a period of 10 consecutive business days, then the company may give notice thereof, and, in such case, the expiry time shall be 5 p.m. Vancouver time on the 30th day after the date on which such notice is deemed to have been given by the company to the holder.
There will be no finders' fees paid on the private placement.
Insiders will participate in the private placement. The proceeds will be expended on general working capital, general corporate purposes and continued exploration on the company's Miner Mountain copper-gold alkalic porphyry project near Princeton, B.C.
This offering will be subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the TSX Venture Exchange, and other customary conditions. All of the securities sold pursuant to the offering will be subject to a four-month hold period from the date of closing.
The company also plans to utilize B.C. Instrument 45-536, which opens private placements to non-accredited investors provided the purchaser has obtained advice regarding the suitability of the investment and that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction and any other exemptions that may be applicable. Completion of the private placement is subject to the TSX Venture Exchange approval.
There is no minimum offering size for the private placement and the maximum number of units proposed to be issued is 13,333,333 units for gross proceeds of $800,000. The company fully expects to spend the funds as stated. There may be circumstances, for sound business reasons, where a reallocation of funds may be necessary.
There is no material change about the issuer that has not been generally disclosed.
We seek Safe Harbor.
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