Rex Resources Closes Bridge Financing
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TSX-V: OWN
Rex Resources Closes Bridge Financing
News Release: December 12, 2025 – Vancouver, B.C. – Rex Resources Corp. (TSXV: OWN, FWB:
94G) (“Rex” or the “Company”) announces that it closed its non-brokered private placement (the “Private
Placement”) consisting of 10,000,000 common shares in the capital of the Company (the “Shares”) priced
at $0.06 per Share for aggregate gross proceeds of $600,000.
Proceeds from the Private Placement will be used to cover the costs associated with proceeding to
completion of the proposed arm’s length business combination (the “ Proposed Transaction”) with
Bathurst Holdings Inc. (see the Company’s news release dated September 8, 2025 regarding the execution
of a letter of intent in respect of the Proposed Transaction ), including, audit fees, legal fees, preparing
necessary documentation for the Proposed Transaction, due diligence and regulatory fees. It is anticipated
that the Proposed Transaction will constitute a “Reverse Takeover” of the Company in accordance with
Policy 5.2 – Changes of Business and Reverse Takeovers (“Policy 5.2”) of the TSX Venture Exchange (the
“Exchange”). The Private Placement is a “Bridge Financing” within the meaning of Policy 5.2.
All Shares issued pursuant to the Private Placement are subject to a statutory hold period of four months
and one day following issuance in accordance with applicable Canadian securities laws and the policies of
the Exchange. No finder’s fees were paid in connection with the Private Placement.
In addition to the statutory hold period of four months and one day from the date of issuance, the Shares
will be subject to a contractual hold period until November 30, 2026.
The completion of the Proposed Transaction is subject to a number of conditions including, without
limitation, approval of the Exchange and the approval of the shareholders of Bathurst Holdings Inc. There
can be no assurance that the Proposed Transaction will be completed as proposed or at all.
A director of the Company has subscribed for 1,000,000 Shares under the Private Placement. As a result of
such insider participation, the transaction constitutes a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company is relying 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) in respect of such insider participation, as neither the fair mar ket value (as determined
under MI 61-101) of the subject matter nor the fair market value of the consideration for the transaction,
insofar as it involves interested parties, exceeds 25% of the Company’s market capitalization (as determined
under MI 61-101).
Additional information concerning the Proposed Transaction, the Company, Bathurst Holdings Inc. and the
issuer resulting from the Proposed Transaction will be provided once determined in a subsequent news
release and in the Filing Statement to be filed by the Company in connection with the Proposed Transaction
and which will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.
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Cautionary Note
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot
close until the required shareholder approval is obtained. There can be no assurance that the transaction will
be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the transaction, any information
released or received with respect to the transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of Rex Resources Corp. should be considered highly speculative. The TSX
Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
About Rex Resources Corp.
Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral
resource properties.
ON BEHALF OF THE BOARD OF DIRECTORS
Craig Taylor, Director
(604) 318-4053
www.rexresourcescorp.com
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 news
release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities described herein have not been registered under the
United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or any state securities law
and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated
under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities
laws or an exemption from such registration requirements is available.
Forward-Looking Statements
This news release contains “ forward-looking information or statements” within the meaning of applicable securities
laws, which may include, without limitation, statements relating to the proposal to complete the Proposed Transaction
and associated transactions, statements relating to the Private Placement and the use of proceeds from the Private
Placement, statements regarding the terms and conditions of the Proposed Transaction, and other matters . Although
the Company believes in light of the experience of its officers and directors, current conditions and expected future
developments and other factors that have been consi dered appropriate that the expectations reflected in this forward -
looking information are reasonable, undue reliance should not be placed on them because the Company can give no
assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward- looking
information. Actual results and developments may differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction for any
reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and
conditions of the Proposed Transaction may change based on the Company’ s due diligence and the receipt of tax,
corporate and securities law advice for both the Company and Bathurst Holdings Inc . The statements in this news
release are made as of the date of this news release. There can be no assurance that the Proposed Transaction will be
completed or, if completed, will be successful.
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These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks
regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in
governmental regulations, laws and regulations, general economic factors, management’s ability to manage and to
operate the business, and explore and develop the projects and the equity markets generally. Because of these risks
and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance
of each of the Company and Bathurst Holdings Inc . may differ materially from those anticipated and indicated by
these forward-looking statements. Any number of factors could cause actual results to differ materially from these
forward-looking statements as well as future results. Although each of the Company and Bathurst Holdings Inc .
believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that
the expectations of any forward- looking statements will prove to be correct. Except as required by law, each of the
Company and Bathurst Holdings Inc . disclaims any intention and assume no obligation to update or revise any
forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in
assumptions, changes in factors affecting such forward-looking statements or otherwise.