Announcing Charity Flow-Through
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, V6E 4A4 Canada
T +1 (604) 681-9100
Red Canyon Announces Non-Brokered Charity Flow-Through
Financing With Lead Order From Strategic Investor
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, August 26, 2025: Red Canyon Resources Ltd. (“Red Canyon”
or the “Company”) (CSE: R EDC | OTCQB: REDRF) is pleased to announce a non-brokered
private placement of Charity F low-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 w ill 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, 202 6, 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 perso n in the United States or any
"U.S person", as such term is defined in Regulation S under the Securities Act, absent registration
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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 varia bly 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 stake holders. 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.
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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
For further information, please contact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
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 C ompany 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 term s 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 devel oped 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.