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Red Canyon Announces Non-Brokered Private Placements for Gross Proceeds of up to C$3,500,000



Red Canyon Resources Ltd.

 

 

Vancouver, British Columbia - TheNewswire - February 25, 2026:  Red Canyon Resources Ltd. (“Red Canyon” or the “Company”) (CSE: REDC | OTCQB: REDRF | Frankfurt: 191) is pleased to announce that it proposes to undertake two concurrent non-brokered private placements to raise aggregate gross proceeds of up to $3,500,000. Under a private placement utilizing the Listed Issuer Financing Exemption (the “LIFE Offering”), the Company proposes to raise gross proceeds of up to $2,000,000 through the sale of up to 10,000,000 common shares (each, a “LIFE Share”) of the Company at a price of $0.20 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 “Concurrent Offering”), the Company proposes to raise gross proceeds of up to $1,500,000 through the sale of up to 7,500,000 units (each, a “Unit”) of the Company at a price of $0.20 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, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one common share of the Company at a price of C$0.30 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 (“NI 45-106”), 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 “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. The LIFE Shares will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.redcanyonresources.com. 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 (the “Closing Date”), 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 (the “CSE”).

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 (“MI 61-101”).  Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.  

The securities described herein have not been, and will not be, registered under the U.S. Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or sold within the United States or the U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Red Canyon Resources

Red Canyon Resources Ltd. (CSE: REDC | OTCQB: REDRF | Frankfurt: 191) is a geoscience-driven, discovery-focused mineral exploration company exploring North America’s top copper jurisdictions. Red Canyon has a portfolio of 100% owned1 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 track record of success.

For more information, please visit the Company's website at www.redcanyonresources.com.

Red Canyon is part of the NewQuest Capital Group which is a discovery-driven investment group that builds value through the incubation and financing of mineral projects and companies. Further information about NewQuest can be found on the company website at www.nqcapitalgroup.com.

1Red Canyon has two projects subject to option earn in agreements whereby the Company can earn into 100% of the project.

On Behalf of the Board of Directors

Wendell Zerb, P. Geol

Chairman and Chief Executive Officer

+1 (604) 681-9100

wzerb@redcanyonresources.com

For further information, please contact:

Brennan Zerb

Investor Relations Manager

+1 (778) 867-5016

bzerb@redcanyonresources.com

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements:

This news release includes certain forward-looking statements and forward-looking information (together, “forward-looking statements”). All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the offerings, the use of proceeds from the offerings, other future plans and objectives of the Company are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events may vary from those anticipated in such statements. Important risk factors that could cause actual results to differ materially from the Company's plans or expectations include failure to obtain CSE acceptance of the offerings, inability to use of proceeds from the offerings as expected, failure to raise sufficient funds on the proposed terms or at all, and risks associated with mineral exploration, including the risk that actual results and timing of exploration and development will be different from those expected by management. The forward-looking statements in this news release were developed based on the assumptions and expectations of management, including that CSE acceptance for the offerings will be obtained, the Company will be able to use the proceeds from the offerings as anticipated, required fundraising will be completed, as well as the other assumptions disclosed in this news release and that the risks described above will not materialize. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements, except as otherwise required by law.

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