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Red Canyon Announces Non-Brokered Charity Flow-Through Financing With Lead Order From Strategic Investor



Red Canyon Resources Ltd.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.  ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Vancouver, British Columbia – TheNewswire - August 26, 2025:  Red Canyon Resources Ltd. (“Red Canyon” or the “Company”) (CSE: REDC | OTCQB: REDRF) is pleased to announce a non-brokered private placement of Charity Flow-Through Common Shares to raise gross proceeds of up to C$2,200,000. The Company proposes to issue up to 8,088,235 flow-through common shares of the Company ("Charity FT Shares") at a price of $0.272 per Charity FT Share to corporate, institutional, professional and sophisticated investors ("Charity FT Offering").

The lead order underlying the Charity FT Offering is a commitment from a multinational mining corporation to acquire a 9.9% equity interest in the Company through the purchase of approximately 6,000,000 common shares, which will raise approximately C$1,632,000 in Charity flow-through funds.

Each Charity FT Share will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).

The issue price represents a 94% premium to the last closing price of Red Canyon’s common shares trading on the Canadian Securities Exchange (“CSE”) as of August 25, 2025.

The Charity FT Offering will be facilitated by PearTree Securities Inc. (“PearTree”). PearTree will not receive any fees or commissions from the Company for its role in the Charity FT Offering.

The proceeds from the Charity FT Offering will be used to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Tax Act related to the Company’s Kendal project and other projects in British Columbia, on or before December 31, 2026, and the Company will renounce all the Qualifying Expenditures in favour of the subscribers of the Charity FT Shares effective December 31, 2025 (the “Qualifying Expenditures”). The flow-through critical mineral mining expenditures will be eligible for a federal 30% investment tax credit for any eligible individual investors and, for any individual investor who is resident or subject to tax in the Province of British Columbia, the Qualifying Expenditures will also be eligible for the 20% additional tax credit under the Income Tax Act (British Columbia).

The Charity FT Offering is expected to close on September 18, 2025 and is subject to certain conditions including, but not limited to, the approval of the CSE and receipt of all required regulatory and other approvals.

No finder fees are expected to be paid in connection with the Charity FT Offering. All securities issued will be subject to a statutory hold period of four months and one day.

The offered securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold to, or for the account or benefit of, any person in the United States or any "U.S person", as such term is defined in Regulation S under the Securities Act, absent registration or an applicable exemption from registration requirements.  Offers and sales in the United States will be limited to accredited investors and qualified institutional buyers.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About the Kendal Project

The Kendal copper project is in west-central British Columbia, approximately 25 km northeast of the city of Terrace. In Fall 2024, Red Canyon completed the first ever drill program on the project. Five drill holes tested the northwestern area of a large 2.5 by 1.5 km porphyry related alteration zone. Each drill hole was significantly hydrothermally altered with associated multiple phases of quartz/sulphide stockwork veining. Drill holes were variably mineralized with copper and moly throughout. In 2025, vectoring studies to identify the core areas of the Kendal porphyry system included detailed vein density/alteration mapping and lithogeochemistry.  In addition, a recently completed Mobile MT geophysical survey identified a 4 km by 3 km, SW to NE trending series of elevated conductive rocks, significantly expanding the potential foot print of the mineral system.

About the Inzana Project

The Inzana project area (Osiris and Acheron projects) in central British Columbia is host to a series of altered, mineralized porphyry intrusions with historic exploration results suggesting potential for multiple copper-gold porphyry centres. At the Camp zone at Osiris, historic drill hole 91-2 returned 0.18% copper plus anomalous gold over 127.4 metres. The Company interprets this intercept as being located peripheral to the central part of a porphyry system. The Tez zone at Acheron sits at the northern end a large NW-trending magnetic high spanning 10 km by 2.5 km. Tez is defined by complex magnetics, rock and soil geochemistry and shallow historical drilling. The target area remains open to test for the core of a copper–gold porphyry system.

About the Scraper Springs Project

The Company’s 100% owned Scraper Springs copper project in northern Nevada hosts a 4 x 4 km alteration footprint comparable in scope to some of the world’s largest copper deposits. The Company recently completed expanded geophysics including IP, gravity and magnetic inversion work. These studies together with expanded geology, geochemistry and hyperspectral studies have outlined a potential tier one copper target at Scraper Springs.

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

About Red Canyon Resources

Red Canyon Resources Ltd. (CSE: REDC) is a technically-driven, discovery-focused mineral exploration company focused on exploring North America’s top copper jurisdictions. The Company’s core goal is to make impactful copper discoveries to benefit all stakeholders. Red Canyon has a portfolio of 100% owned copper and copper-gold porphyry exploration projects. The Company’s priority copper projects include the Kendal copper project in west central British Columbia, Inzana copper-gold project in central British Columbia and its Scraper Springs copper project in northeastern Nevada.  The Company’s technical team consists of experienced geoscientists with diverse capital market, junior and major mining company backgrounds and a track record of success.

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.

Qualified Person:

The technical information contained in this update has been reviewed and approved by Wendell Zerb, P. Geol, a “Qualified Person” (“QP”) as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Zerb is not independent by reason of being the Chairman, President and CEO of the Company.

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 (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact included in this news release, including, without limitation, statements regarding the Charity FT Offering, the use of proceeds from the Charity FT Offering, the named participants in the Charity FT Offering, 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 Charity FT Offering, inability to use the proceeds from the Charit FT Offering 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 Charity FT Offering will be obtained, the Company will be able to use the proceeds from the Charit FT Offering 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.