RPX Gold Closes C$14.15M “Best Efforts” Life Offering and Private Placement
14:35 Uhr | Business Wire
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RPX Gold Inc. ("RPX Gold" or the "Company") (TSXV: RPX) is pleased to announce that it has closed its previously announced brokered "best efforts" private placement offering of securities of the Company for aggregate gross proceeds of C$14,144,999.84 (the "Offering"). The Offering consisted of:
- 11,051,450 units of the Company (the "Non-FT Units") at a price of C$0.17 per Non-FT Unit. Each Non-FT Unit consists of one common share in the capital of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant");
- 29,591,576 flow-through units of the Company (the "Tranche 1 FT Units") at a price of C$0.238 per Tranche 1 FT Unit. Each Tranche 1 FT Unit consists of one Common Share and one-half of one Warrant. Each such Common Share and one-half of one Warrant comprising a Tranche 1 FT Unit will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act");
- 9,805,000 flow-through units of the Company (the "Tranche 2 FT Units") at price of C$0.204 per Tranche 2 FT Unit. Each Tranche 2 FT Unit consists of one Common Share and one-half of one Warrant. Each such Common Share and one-half of one Warrant comprising a Tranche 2 FT Unit will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act;
- 18,360,225 Common Shares (the "Non-FT Shares") at a price of C$0.17 per Non-FT Share; and
- 500,000 Common Shares that qualify as "flow-through shares" as defined in subsection 66(15) of the Tax Act (the "FT Shares") at a price of C$0.204 per FT Share,
the Non-FT Units, Tranche 1 FT Units, Tranche 2 FT Units, Non-FT Shares and FT Shares are collectively referred to herein as the "Offered Securities".
Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C$0.27 until May 13, 2028.
The Offering was conducted on a "best-efforts" basis by a syndicate of agents led by Haywood Securities Inc. ("Haywood"), as lead agent and sole bookrunner, and including Research Capital Corporation and Paradigm Capital Inc. (together with Haywood, the "Agents").
The net proceeds from the sale of the Non-FT Units and Non-FT Shares will be used for working capital and general corporate purposes. The gross proceeds from the sale of the Tranche 1 FT Units, Tranche 2 FT Units and FT Shares shall, pursuant to the provisions in the Tax Act, be used by the Company 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) (the "Qualifying Expenditures") prior to December 31, 2027. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the Tranche 1 FT Units, Tranche 2 FT Units and FT Shares effective on or before December 31, 2026.
In consideration for their services, the Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering. As additional consideration for their services, the Agents were also issued broker warrants (the "Broker Warrants") equal to 6.0% of the number of Offered Securities sold under the Offering. Each Broker Warrant entitles the holder thereof to subscribe for one Common Share at a price of C$0.17 per Common Share until May 13, 2028.
All Non-FT Shares and FT Shares distributed in connection with the Offering were issued and sold pursuant to the "Listed Issuer Financing Exemption" available under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Exemption") and in reliance on Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. A copy of the amended and restated offering document under the LIFE Exemption dated April 17, 2026 (the "Offering Document") is available electronically on the Company's website and on SEDAR+ (www.sedarplus.ca) under the Company's profile. Pursuant to the LIFE Exemption, all Non-FT Shares and FT Shares issued under the Offering to Canadian subscribers are not subject to a hold period in Canada in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange (the "Exchange"). All other securities not issued pursuant to the LIFE Exemption, namely, the Non-FT Units, Tranche 1 FT Units, Tranche 2 FT Units and the Broker Warrants, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on September 14, 2026. The Offering remains subject to the final acceptance of the Exchange.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
ABOUT RPX GOLD INC.
RPX Gold Inc. (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 fund advancement of the Wawa Gold Project to transition to an underground operation. This phased approach is aimed at de-risking 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 pre-feasibility 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 million ("M") 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 M 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 February 18, 2026 which is available on www.SEDARPLUS.ca under the Company's profile for more information.
For material information about the Company, visit www.rpxgold.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance.
Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking information contained in this news release includes, but may not be limited to: statements regarding the Company's intended use of proceeds for the Offering, including its intent to incur Qualifying Expenditures and the approval of the Exchange for the Offering. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Such opinions, assumptions and estimates are inherently subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are: the Company's expectations in connection with the projects and exploration programs being met, the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating gold prices, currency exchange rates (such as the Canadian dollar versus the United States Dollar), variations in material grade or recovery rates, changes in accounting policies, changes in the Company's mineral reserves and resources, changes in Wawa Gold Project parameters as plans continue to be refined, changes in Wawa Gold Project development, construction, production and commissioning time frames, the possibility of Wawa Gold Project cost overruns or unanticipated costs and expenses, higher prices for fuel, power, labour and other consumables contributing to higher costs and general risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, unexpected changes in mine life, seasonality and weather, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, and limitations on insurance.
This information contained in this news release is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by the Company, including the Company's financial statements and related MD&A for the year ended July 31, 2025, the Company's interim management discussion and analysis for the three months ended October 31, 2025, dated December 10, 2025, and the Company's interim management discussion and analysis for the three and six months ended January 31, 2026, dated March 10, 2026, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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Contact
Michael Michaud, President and Chief Executive Officer, at (416) 364-7024 or mmichaud@rpxgold.com
Or
Manish Grigo, Director of Corporate Development, at (416) 569-3292 or mgrigo@rpxgold.com