Red Canyon Announces Non-Brokered Private Placements for Gross Proceeds of up to C$3,500,000
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, V6E 4A4 Canada
T +1 (604) 681-9100
Red Canyon Announces Non-Brokered Private Placements for
Gross Proceeds of up to C$3,500,000
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
Vancouver, British Columbia, February 25, 2026: Red Canyon Resources Ltd. (“Red Canyon”
or the “Company”) (CSE: REDC | OTCQB: REDRF | Frankfurt: 191) is pleased to announce that
it proposes to undertake two concurrent non -brokered private placements to raise aggregate
gross proceeds of up to $ 3,500,000. Under a private placement utilizing the Listed Issuer
Financing Exemption (the “LIFE Offering”), the Company proposes to raise gross proceeds of up
to $2,000,000 through the sale of up to 10,000,000 common shares (each, a “LIFE Share”) of the
Company at a price of $0.2 0 per LIFE share. All securities issued in connection with the LIFE
Offering will be immediately tradeable upon issuance.
Additionally, under a concurrent private placement (the “ Concurrent Offering”), the Company
proposes to raise gross proceeds of up to $ 1,500,000 through the sale of up to 7,500,000 units
(each, a “Unit”) of the Company at a price of $0.20 per Unit. Each Unit will consist of one common
share of the Company and one-half of one common share purchase warrant (each whole warrant,
a “Warrant”). Each whole Warrant shall entitle the holder to purchase one common share of the
Company at a price of C$0.30 any time on or before that date which is 24 months after the Closing
Date (as defined herein). All securities issued in connection with the Concurrent Offering will be
subject to a statutory hold period of four months and one day.
The Company intends to use the net proceeds from the two offerings for the exploration and
advancement of the Company’s portfolio of copper and copper/gold projects in British Columbia
and Western United States, as well as for working capital and general corporate purposes, as is
more fully described in the Offering Document (as herein defined).
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 - Prospectus Exemptions (“NI 45 -106”), the LIFE Shares will be offered for
sale to purchasers resident in the provinces of Alberta, British Columbia, Manitoba, Ontario and
Saskatchewan pursuant to the listed issuer financing exemption under Part 5A of NI 45 -106, as
amended by Coordinated Blanket Order 45 -935 – Exemptions from Certain Conditions of the
Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The LIFE Shares
are expected to be immediately freely tradeable in accordance with applicable Canadian
securities legislation if sold to purchasers resident in Canada. The LIFE Shares will also be offered
in the United States or to, or for the account or benefit of, U.S. persons, by way of private
placement pursuant to the exemptions from the registration requirements provided for under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions
outside of Canada and the United States on a private placement or equivalent basis, in each case
in accordance with all applicable laws, provided that no prospectus, registration statement or other
similar document is required to be filed in such jurisdiction.
There is an offering document (the “Offering Document”) related to the LIFE Offering that can be
accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at
www.redcanyonresources.com. Prospective investors should read this Offering Document before
making an investment decision.
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The two offerings are expected to close on or about March 20, 2026 (the “Closing Date”), or such
other date as the Company may determine. Completion of the offerings is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals, including the
approval of the Canadian Securities Exchange (the “CSE”).
Finders’ fees may be paid in connection with the offerings in accordance with the policies of the
CSE.
Directors and officers of the Company may acquire securities under the offerings, which will be
considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-
101”). Such participation is expected to be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101.
The securities described herein have not been, and will not be, registered under the U.S.
Securities Act, as amended, or any state securities laws, and accordingly, may not be offered or
sold within the United States or the U .S. persons except in compliance with the registration
requirements of the U.S. Securities Act and applicable state securities requirements or pursuant
to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to
buy any securities in any jurisdiction.
About Red Canyon Resources
Red Canyon Resources Ltd. (CSE: REDC | OTCQB: REDRF | Frankfurt: 191) is a geoscience-
driven, discovery-focused mineral exploration company exploring North America’s top copper
jurisdictions. Red Canyon has a portfolio of 100% owned 1 copper and copper -gold porphyry
exploration projects. The Company’s technical team consists of experienced geoscientists with
diverse capital market, small cap and major mining company backgrounds, and a track record of
success.
For more information, please visit the Company's website at www.redcanyonresources.com.
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.
1Red Canyon has two projects subject to option earn in agreements whereby the Company can
earn into 100% of the project.
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
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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 (together,
“forward-looking statements”). All statements other than statements of historical fact included in this
release, including, without limitation, stateme nts regarding the offerings, the use of proceeds from the
offerings, other future plans and objectives of the Company 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
offerings, inability to use of proceeds from the offerings as expected, failure to raise sufficient funds on the
proposed terms 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 t hose expected by management. The
forward-looking statements in this news release were developed based on the assumptions and
expectations of management, including that CSE acceptance for the offerings will be obtained, the
Company will be able to use the proceeds from the offerings 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.