August 31 2026 – TheNewswire - BRONCO RESOURCES CORP. (TSX-V:BRON) (“Bronco” or the “Company”), to announce a non-brokered private placement (the “Financing”) to raise gross proceeds of up to $450,000 through the sale of up to 9,000,000 units (the “Units”) at the price of $0.05 per Unit. Each Unit consists of one common share (a “Share”) of the Company and one-half of one non-transferable share purchase warrant (each a whole warrant a “Warrant”).  Each Warrant entitles the holder to purchase one additional Share of the Company at a price of $0.10 per share for a period of 24 months from the date of issue (the “Expiry Date”).

 

The Company may pay finders' fees of 6% cash and 6% finders warrants (“Finder Warrant”). Each Finder Warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 for 24 months following closing of the Financing on the same terms as the Warrants described hereinabove.  

 

All securities issued pursuant to the Financing are subject to a statutory four month and one day hold period from date of issuance.  The Financing remains subject to the approval of the TSX Venture Exchange.

 

The proceeds from the sale of the Financing will be used to to advance the Company’s Placer Mountain Gold Project in British Columbia and for general working capital.

 

Shares for Debt

 

The Company further announces that it has entered into debt settlement agreements (the “Debt Settlements”) to settle an aggregate of $133,238 in outstanding indebtedness (the “Debt”) owing to certain management, directors and arm’s length creditors.

 

Pursuant to the Debt Settlements, the Company will issue an aggregate of 2,664,760 common shares (the “Debt Shares”) at a deemed price of $0.05 per Share in full and final settlement of $133,238 of the Debt (the “Shares for Debt Transaction”). The Debt relates primarily to unpaid management fees, equipment rental and consulting and advisory fees that have accrued over approximately two years. A portion of the Debt originally owing to a former Chief Executive Officer who remains a director of the Company and a portion of the Debt originally owing to another creditor have been assigned to arm’s length third parties, and the amounts so assigned will be settled through the issuance of Debt Shares as part of the Shares for Debt Transaction.

 

All of the Debt Shares issued in exchange for the Debt will be subject to the statutory hold period of four months and one day from the date of issuance.

The Board of Directors of the Company has determined that the Shares for Debt Transaction is in the best interests of the Company as it strengthens the Company’s balance sheet, removes a significant burden on the Company’s ability to move forward with its business plans and conserves cash for working capital and project advancement.

 

Participation by insiders of the Company in each of the Financing and the Shares for Debt Transaction will constitute a “related party transaction” for the purposes of Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). Specifically, certain directors and officers of the Company, and/or companies controlled by them, may subscribe for Units under the Financing and are creditors participating in the Shares for Debt Transaction.

 

The Company is relying on the exemptions from the formal valuation requirement contained in section 5.5(b) of MI 61‑101, as the Company is not listed on a specified market, and from the minority shareholder approval requirement contained in section 5.7(1)(a) of MI 61‑101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Financing and the Shares for Debt Transaction, insofar as they involve interested parties, exceeds 25% of the Company’s market capitalization.

 

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

About Bronco

Bronco Resources Corp. is a TSX Venture Exchange listed mineral exploration company actively focused on the exploration of the Placer Mountain Gold Project, located in Princeton, BC, currently holding an 88%/12% JV between Bronco and Universal Copper Ltd. respectively. Bronco’s Board of Directors is seasoned in the mineral exploration industry with extensive successful domestic and international experience.

 

ON BEHALF OF THE BOARD OF DIRECTORS OF BRONCO RESOURCES CORP.

 

“Dev Rishy-Maharaj”

Dev Rishy-Maharaj, President and CEO

 

For additional information visit Bronco’s website at https:// www.broncoresources.com or contact:

 

Bronco Resources Corp.

Dev Rishy-Maharaj

Chief Executive Officer

 

Or

 

Terese Gieselman

Chief Financial Officer

 

(236) 763-6827

 

Forward-Looking Information

This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation (collectively, "Forward-looking Statements"). Any statements that are contained in this press release that are not statements of historical fact may be deemed to be Forward-looking Statements. Forward-looking Statements are frequently, but not always, identified by words such as "may", "will", "intends", "proposed", "believes", "continues", "plans", "expects" or similar expressions (or the negative and grammatical variations of any of these terms). Forward-looking Statements in this press release include, but are not limited to, statements with respect to: TSX Venture Exchange approval will be granted in a timely manner subject only to standard conditions; that all conditions precedent to completion of the Private Placement will be satisfied in a timely manner: the Company's resource properties and future capital requirements; and the Company's plans, focus and objectives.

 

Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. Although Bronco’s management considers these beliefs and assumptions reasonable based on currently available information, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking Statements necessarily involve known and unknown risks, and important factors, among others, that could cause actual results to differ materially from the Company's expectations include: uncertainties related to the Company's ability to access investors for the Financing; the timeliness and success of regulatory approvals; fluctuations in copper and other commodity prices; uncertainties inherent in the exploration of mineral properties; risks associated with general economic conditions; changes in legislation, income tax and regulatory matters; currency and interest rate fluctuations; inability to access sufficient capital from internal and external sources.

 

Readers are further cautioned not to place undue reliance on Forward-looking Statements as there can be no assurances that the plans, intentions or expectations upon which they are placed will occur. The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Bronco to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.