Gamma Resources Announces $880,000 Private Placement with Full Warrant Coverage Single-tranche financing carries one full warrant per Unit at $0.12, issues less than half the Units contemplated under the previously announced offering, creates no freely tradeable stock at
Gamma Resources Announces $880,000 Private Placement with Full
Warrant Coverage
Single-tranche financing carries one full warrant per Unit at $0.12, issues less than half the Units
contemplated under the previously announced offering, creates no freely tradeable stock at
closing, and is expected to include insider participation. Proceeds are directed to the next phase of
exploration at the Mesa Arc Project (New Mexico) and the Green River Project (Utah). The
Company’s previously announced offering, comprising a LIFE Financing and a concurrent financing,
has been cancelled due to market conditions.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, July 31, 2026 – Gamma Resources Ltd. (TSX-V: GAMA;
OTCQB: GAMXF; FRA: MRDN) (“Gamma” or the “Company”), a U.S. -focused uranium
exploration and development company advancing projects in New Mexico and Utah, today
announced that it intends to complete a non -brokered private placement of up to
11,000,000 units at a price of $0.08 per unit for gross proceeds of up to approximately
$880,000 (the “ Private Placement ”), on terms structured to benefit both participating
investors and existing shareholders. Each unit carries a full common share purchase warrant
exercisable at $0.12, and every security issued will be subject to a four-month-and-one-day
hold period as such the financing will create no freely tradeable stock at closing. Insiders of
the Company are expected to participate alongside new investors.
Concurrently, and due to market conditions, the Company has cancelled the non -brokered
private placement first announced on July 20, 2026, which comprised a financing under the
Listed Issuer Financing Exemption (the “LIFE Financing”) and a concurrent financing.
Highlights of the Private Placement
• Full warrant coverage. Each unit includes one full common share purchase warrant,
compared with one-half of one warrant under the cancelled LIFE Financing.
• Lower warrant exercise price. Warrants are exercisable at $0.12 per Common Share
for 36 months, compared with $0.15 under the cancelled LIFE Financing, improving the
terms of the warrant for participating investors.
• Substantially lower dilution. A maximum of 11,000,000 units will be issued, compared
with up to 28,500,000 units across the two components of the cancelled offering , a
reduction of more than 60% in the maximum number of shares issuable.
• No free-trading overhang at closing. All securities issued under the Private Placement
carry a four -month-and-one-day hold period. Securities issued under the cancelled
LIFE Financing would not have been subject to a hold period, and would have created
up to 21,000,000 freely tradeable Common Shares on closing.
• Expected insider participation. Insiders of the Company are anticipated to participate
in the Private Placement alongside new investors, on the same terms.
• Simplified execution. A single tranche on a single set of terms, with no offering
document required, supports an efficient path to the anticipated closing on or about
August 27, 2026.
• Proceeds directed to exploration. Net proceeds are intended to advance exploration
at the Mesa Arc Project (4,520 acres, New Mexico) and the Green River Project (1,100
acres, Utah), and for general working capital and corporate purposes.
“We went back to the drawing board on this financing to put both new investors and existing
shareholders in a stronger position, ” said Gabriel Alonso-Mendoza, Chief Executive Officer
of Gamma Resources Ltd. “Participants receive a full warrant at $0.12 rather than a half
warrant at $0.15, and we are issuing well under half the units contemplated by the offering
we cancelled. Every security sold carries a four-month hold, so this raise does not put free-
trading stock into the market at closing. With insiders expected to participate alongside new
investors, this is a tighter and better -aligned structure, and it funds our near -term priorities
at Mesa Arc and Green River. ”
Terms of the Private Placement
The Company intends to complete a non -brokered private placement of up to 11,000,000
units (the “Units”) at a price of $0.08 per Unit for gross proceeds of up to approximately
$880,000. Each Unit will consist of: (i ) one common share of the Company (a “Common
Share”); and (ii) one common share purchase warrant (each, a “Warrant”), with each Warrant
entitling the holder to acquire one Common Share at a price of $0.12 for a period of 36
months from the date of issuance . Securities issued under the Private Placement will be
subject to a four-month-and-one-day hold period in accordance with applicable Canadian
securities laws.
The Units may be offered to purchasers resident in Canada pursuant to applicable
prospectus exemptions under National Instrument 45 -106 – Prospectus Exemptions, and
may also be offered in the United States and other jurisdictions on a private placement or
equivalent basis, in each case in acco rdance with all applicable laws, provided that no
prospectus, registration statement or other similar document is required to be filed in such
jurisdiction.
Cancellation of Previously Announced Offering
Due to market conditions, the Company has cancelled in its entirety the non -brokered
private placement announced in its news release dated July 20, 2026, “Gamma Announces
$2.1 Million LIFE Private Placement Offering” . That offering comprised two components: (i)
the LIFE Financing, of up to 21,000,000 units at a price of $0.10 per unit for gross proceeds
of up to approximately $2,100,000, each unit comprising one Common Share and one -half
of one warrant exercisable at $0.15 for 36 months; and (ii) a concurrent non-brokered private
placement of up to 7,500,000 units at a price of $0.10 per unit for gross proceeds of up to
approximately $750,000. No securities were issued under either component. The Private
Placement described in this news release replaces that offering in full.
The Company believes the Private Placement better balances the capital required to execute
its near-term exploration priorities against the dilution borne by existing shareholders.
Use of Proceeds
The Company intends to use the net proceeds of the Private Placement to continue
exploration at its Mesa Arc Project in New Mexico and its Green River Project in Utah, and for
general working capital and corporate purposes. Exploration work will target claim
expansion at both Mesa Arc and Green River, radon flux surveys and prospecting at Mesa
Arc, and historic drill hole surveys at Green River. Programs at each property will ultimately
guide drill planning, and future exploration priorities.
Finder’s Fees, Insider Participation and Other Matters
The Private Placement is expected to close on or about August 27, 2026 in one or more
tranches, and remains subject to the approval of the TSX Venture Exchange (the “TSXV”). The
Company may pay finder’s fees to eligible finders in connection with the Private Placement,
subject to compliance with applicable securities laws and TSXV policies. Such finder’s fees
may consist of: (i) a cash fee equal to up to 7.0 per cent of the gross proceeds of the Private
Placement from investors introduced to the Company by a finder; and (ii) non -transferable
finder’s warrants (“Finder’s Warrants”) equal to up to 7.0 per cent of the aggregate num ber
of Units issued to those investors. Each Finder’s Warrant will entitle the holder to purchase
one Common Share at a price of $0.08 per Common Share for a 24 -month period from the
date of issuance. The Finder’s Warrants will be subject to a four -month-and-one-day hold
period following the closing date.
It is anticipated that insiders of the Company may participate in the Private Placement. Any
Units issued to insiders will be subject to a four -month-and-one-day hold period pursuant
to applicable policies of the TSXV . The issuance of Units to any insiders will be considered a
related party transaction within the meaning of Multilateral Instrument 61 -101 – Protection
of Minority Security Holders in Special Transactions (“MI 61 -101”). In respect of any such
insider participation, the Company expects to rely on exemptions from the formal valuation
requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval
requirements of MI 61 -101 pursuant to Section 5.7(1)(a), as the fair market value of such
participation, insofar as it involves interested parties, is not expected to exceed 25 per cent
of the Company’s market capitalization.
The securities being offered 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 U.S. state securities
laws, and may not be offered or sold in the United States or to, or f or the account or benefit
of, U.S. persons, absent registration or an applicable exemption from the registration
requirements. 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 t he securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
About Gamma Resources Ltd.
Gamma Resources Ltd. (TSX -V: GAMA; OTCQB: GAMXF; FRA: MRDN) is a U.S. -focused
uranium exploration and development company advancing high -quality assets in the
Mountain West region of the United States. The Company’s portfolio includes the Green
River Project in Utah, comprising 1,100 acres near prominent regional producers, and the
Mesa Arc Project in New Mexico, a strategic land position now totalling 4,520 acres that
includes historic uranium resources in the Chama Basin. Management believes the
Company is well positioned to benefit from the policy and market tailwinds reshaping the
U.S. nuclear landscape, and to help meet growing demand with responsibly sourced, U.S. -
based uranium supply.
Gamma trades on the TSX Venture Exchange (TSX -V: GAMA), in the United States on the
OTCQB (OTCQB: GAMXF) and in Germany on the Frankfurt Stock Exchange (FRA: MRDN).
Note Regarding Historical Estimates
The historic uranium resources referred to in this news release are historical estimates. A qualified person has
not done sufficient work to classify these historical estimates as current mineral resources or mineral reserves,
the Company is not treating t hem as current mineral resources or mineral reserves, and they should not be
relied upon as such.
For Further Information
Mr. Gabriel Alonso-Mendoza, Chief Executive Officer
Email: [email protected]
Tel: (833) 854-6826
www.gammaresourcesltd.com
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward -
looking information within the meaning of applicable Canadian securities laws. Forward -
looking statements relate to future events or future performance and reflect the
expectations or beliefs of management of the Company regarding future events. Generally,
forward-looking statements and information can be identified by the use of forward-looking
terminology such as “intends” , “expects” or “anticipates” , or variations of such words and
phrases or statements that certain actions, events or results “may” , “could” , “should” ,
“would” or “occur” . This information and these statements, referred to herein as “forward -
looking statements” , are not historical facts, are made as of the date of this news release
and include without limitation, statements regarding discussions of future plans, estimates
and forecasts and statements as to management’s expectations and intentions with respect
to, among other things: the completion of the Private Placement on the terms described
herein; the expected closing date of the Private Placement; the anticipated proceeds to be
raised under the Private Placem ent; the intended use of any proceeds raised under the
Private Placement; the anticipated participation of insiders in the Private Placement and the
availability of the exemptions from MI 61-101 referred to herein; the payment of any finder’s
fees in connection with the Private Placement; the anticipated benefits to the Company and
its shareholders of the structure of the Private Placement, including reduced dilution and
the absence of freely tradeable securities on closing; the Company’s planned exploratio n
activities at the Mesa Arc and Green River projects; and the receipt of all required regulatory
approvals for the Private Placement, including that of the TSXV .
These forward -looking statements involve numerous risks and uncertainties and actual
results might differ materially from results suggested in any forward -looking statements.
These risks and uncertainties include, among other things: delays in obtaining or failure to
obtain required regulatory approvals for the Private Placement, including TSXV approval; the
inability of the Company to complete the Private Placement on the terms described herein,
on the timetable anticipated, or at all; the inability of the Company to raise the anticipated
proceeds under the Private Placement; the possibility that insiders do not participate in the
Private Placement; the possibility that the size of the Private Placement is insufficient to fund
the Company’s planned activities and that additional financing is required on terms that may
be less fa vourable; the inability of the Company to utilize the anticipated proceeds of the
Private Placement as anticipated; and risks related to global financial markets, including the
trading price of the Company’s Common Shares.
In making the forward -looking statements in this news release, the Company has applied
several material assumptions, including without limitation: the Company will obtain the
required regulatory approvals for the Private Placement, including TSXV approval; the
Company will be able to raise the anticipated proceeds under the Private Placement and on
the timetable anticipated; and the Company will use the proceeds of the Private Placement
as currently anticipated.
Although management of the Company has attempted to identify important factors that
could cause actual results to differ materially from those contained in forward -looking
statements or forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward -looking statements and forward -looking information. Readers
are cautioned that reliance on such information may not be appropriate for other purposes.
The Company does not undertake to update any forward-looking statement, forward-looking
information or financial outlook that are incorporated by reference herein, except in
accordance with applicable securities laws.