Renegade Gold Announces $4 Million Non Flow-Through and $300,000 Flow-Through Private Placement
Renegade Gold Announces $4 Million Non Flow-Through and $300,000
Flow-Through Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, December 4 , 2025 – Renegade Gold Inc. (TSXV: RAGE, OTCQB: TGLD D,
FSE: 0700) (“ Renegade” or the “ Company”) announces that it proposes to undertake a non -brokered
private placement (the “Placement”) for aggregate gross proceeds of up to $4, 300,000, consisting of non
flow-through units (“NFT Units”) at $0.23 per NFT Unit for gross proceeds of up to $4,000,000 and flow-
through units (“FT Units”) at a price of $0.23 per FT Unit for gross proceeds of up to $300,000.
Each NFT Unit will consist of one common share of the Company (a “Share”) and one transferable share
purchase warrant, each warrant (a “NFT Warrant”) exercisable into one Share for a period of three years
from the date of issue at a price of $0.30 per Share. Each FT Unit will consist of one flow -through Share
and one -half of one transferrable share purchase warrant, each whole warrant (a “ FT Warrant ”)
exercisable into one non flow -through Share for three years from the date of issue at a price of $0.30 per
Share. If after all regulatory holds on the NFT Warrants and FT Warrant s expire and the Shares trade on
the TSX Venture Exchange (“TSXV”) at a price of $0.60 or more for ten consecutive trading days at any
time (the “Acceleration Event”), then the NFT Warrants and the FT Warrants will expire, subject to the
Company’s discretion, on the earlier of the expiry date and 4:30 p.m. (Vancouver time) on the date which
is 30 calendar days after the Company provides notice to the holders of the N FT and FT Warrants that the
Acceleration Event has occurred.
The Company intends to use the proceeds from the sale of the NFT Units to extinguish debt, for exploration
expenditures and for general working capital. The Company intends to use t he gross proceeds from the
sale of the FT Units to incur “Canadian exploration expenses” that are “flow-through mining expenditures”
(as such terms are defined in the Income Tax Act (Canada)) related to the Company’s projects in Ontario.
The Company may pay finders’ fees comprised of cash and/or non-transferable warrants in connection with
the Placement, subject to compliance with the p olicies of the TSX V and applicable securities laws. The
Company anticipates closing of the Placement (in one or more tranches) as soon as practicable subject to
receipt of all necessary regulatory approvals , including the approval of the TSX V. All securities issued
under the Placement will be subject to applicable regulatory holds expiring four months and one day from
date of issue. Additionally, the Shares underly ing the NFT Units and FT Units (but excluding the Shares
underlying the NFT Warrants and FT Warrants) will be subject to a 12-month contractual hold period.
In connection with the Placement, t he Company also announces that it will no t be proceeding with the
private placement previously announced on November 10, 2025.
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.
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About Renegade Gold Inc.
Renegade Gold Inc. is a growth focused company engaged in the business of acquisition, exploration and
development of mineral properties located in the Red Lake Mining District of Northern Ontario. As part of
its regional-scale consolidation strategy, the Company has as sembled one of the largest prospective land
packages in and around the Red Lake mining district in proximity to major mines and deposits, as well as
along the Confederation Lake and Birch-Uchi greenstone belts. The 1,320 km2 prospective and diversified
exploration portfolio has significant potential for gold and critical minerals on trend with the major
structures hosting known gold occurrences in the Red Lake mining district today , though mineralization
elsewhere in the Red Lake mining district is not necessarily indicative of the mineral potential at the
Company’s properties.
For further information, please contact:
Renegade Gold Inc.
Devin Pickell
President, CEO and Director
Tel: 604-678-5308
Neither 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 release.
Cautionary Note regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts are “forward -looking information” or
“forward-looking statements” (collectively, “Forward -Looking Information”) within the meaning of applicable
Canadian securities legislation and th e United States Private Securities Litigation Reform Act of 1995. Forward -
Looking Information includes, but is not limited to, the anticipated timing for completing the Placement and TSXV
approval of same , the potential payment of finders’ fees and the int ended use of proceeds therefrom. The words
“anticipate,” “significant,” “expect,” “may,” “will” and similar expressions are intended to be among the statements
that identify Forward -Looking Information. Forward -Looking Information is subject to known and u nknown risks,
uncertainties and other factors that may cause actual results to differ materially from those implied by the Forward -
Looking Information. In preparing the Forward-Looking Information in this news release, the Company has applied
several mater ial assumptions, including, but not limited to, assumptions that general business and economic
conditions will not change in a materially adverse manner; that all requisite approvals will be received, and all
requisite information will be available in a ti mely manner. Factors that may cause actual results to vary materially
include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral
deposits, currency fluctuations, unanticipated operational or technical difficulties, risks related to unforeseen delays;
general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals, the risks of
obtaining necessary licenses and permits, changes in general economic conditions or con ditions in the financial
markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this
Forward-Looking Information. The Company does not assume the obligation to revise or update this Forward -
Looking Information after the date of this release or to revise such information to reflect the occurrence of future
unanticipated events, except as may be required under applicable securities laws.