Red Canyon Completes Over-Subscribed Private Placement and Announces Flow-Through Financing
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Red Canyon Completes Over-Subscribed Private Placement and
Announces Flow-Through Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
Vancouver, British Columbia, June 5, 2024: Red Canyon Resources Ltd. (“Red Canyon” or
the “Company”) (CSE: R EDC | OTCQB: REDRF) is pleased to announce that it has completed
its previously announced non -brokered private placement , issuing 7,259,728 units of the
Company (the “Units”) at a price of $0.22 per Unit for gross proceeds of $ 1,597,140 (the
“Offering”). Each Unit consists of one common share and one -half of a share purchase warrant,
with each whole warrant exercisable into one further common share at a price of $0.30 for a term
of 24 months.
The Offering was fully subscribed due in -part to the continued support received from existing
shareholders including Crescat Capital LLC (“Crescat”) and Plethora Private Equity (“Plethora”)
as well as from new high net worth investors.
Wendell Zerb, Chairman and CEO of Red Canyon Resources, commented: “I would like to thank
existing shareholders, including Crescat and Plethora for their continued support through
participation in the Offering, and welcome strong support from new private investors. With the
financing now closed, and additional flow-through capital committed, the Company is in a n
excellent position to continue our copper exploration programs in the western USA and British
Columbia, testing our portfolio of 100% owned copper and copper-gold projects.
The proceeds from the Offering will be used for exploration activities at the Company’s western
United States and British Columbia projects and for general working capital.
Insiders of the Company purchased a total of 275,000 Units. The participation by Insiders in the
Offering constitutes a “related party transaction” for the purposes of Multilateral Instrument 61 -
101, Protection of Minority Security Holders in Special Transactions. The Company is relying
upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder
approval for the Offering on the basis that the fair market value of the participation by related
parties in the Offering is less than 25% of the Company’s current market capitalization.
Cash finder’s fees of $ 29,370 and 133,500 finder’s warrants exercisable at $0. 30 per common
share for a 24-month term were paid on a portion of the Offering. All securities issued are
restricted from trading until October 5, 2024.
Charity Flow-Through Financing
The Company is pleased to announce that it has received firm commitments to raise an additional,
approximately $ 953,568 via a fully subscribed charity flow -through offer of approximately
2,580,000 Charity Flow Through U nits ("Charity FT Units") of the Company at an issue price of
$0.3696 per Charity FT Unit to institutional, professional and sophisticated investors ("Charity FT
Offering").
Each Charity FT Unit consist s of one flow-through common share of the Company (each, a “FT
Share”) and one -half of one common share purchase warrant (each whole such warrant, a
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“Warrant”). Each Warrant is exercisable into one common share of the Company (each, a
“Warrant Share”) at a price of $0. 30 for a 24 month term . Each 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 Warrant Shares issued on exercise of the Warrants will not be “flow -through shares”
for the purposes of the Tax Act.
The issue price represents a 54% premium to the last closing price of Red Canyon common
shares on the Canadian Securities Exchange (“CSE”) as of May 31, 2024.
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 (the “Qualifying Expenditures”) related to the Company’s Kendal project
and other projects in British Columbia, on or before December 31, 2025, and the Company will
renounce all the Qualifying Expenditures in favour of the subscribers of the Charity FT Shares
effective December 31, 2024. 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 incurred
exploration expenses will also be eligible for the 20% additional tax credit under the Income Tax
Act (British Columbia).
The closing of the Charity FT Offering is subject to certain conditions including, but not limited to,
approval of the CSE and receipt of all required regulatory and other approvals.
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
or an applicable exemption from registration requirements. Offers and sales in the United States
will be limited to instituti onal 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 Red Canyon Resources
Red Canyon Resources Ltd. (CSE: REDC | OTCQB: REDRF) is a geoscience-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
stakeholders and aid in the clean energy transition. Red Canyon has a portfolio of 100% owned
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.
On Behalf of the Board of Directors
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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 herein including, without limitation,
statements regarding future capital expenditures, exploration activities and the specifications, targets,
results, analyses, interpretations, benefits, costs and timing of them, and the anticipated busi ness plans
and timing of future activities of the Company, are forward -looking statements. Although the Company
believes that such statements are reasonable, it can give no assurance that such expectations will prove
to be correct. Often, but not always, f orward looking information can be identified by words such as “pro
forma”, “plans”, “expects”, “may”, “should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, “believes”, “potential” or variations of such words including negativ e variations thereof, and
phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken
or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company to differ materially from
any future results, performance or achievements expressed or implied by the forward -looking statements.
Such risks and other factors include, among others, risks r elated to the anticipated business plans and
timing of future activities of the Company, including the Company’s exploration plans and the proposed
expenditures for exploration work thereon, the ability of the Company to obtain sufficient financing to fund
its business activities and plans, the ability of the Company to obtain the required permits, changes in laws,
regulations and policies affecting mining operations, the Company’s limited operating history, currency
fluctuations, title disputes or claims, environmental issues and liabilities, as well as those factors discussed
under the heading “Risk Factors” in the Company’s prospectus dated October 12, 2023 and other filings of
the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s
profile on the SEDAR website at www.sedar.com.
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.