THE UNITED STATES Rush Gold Provides Update Regarding Private Placement, Announces Advisory Agreement and Announces Proposed Acquisition of Landy
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THE UNITED STATES
Rush Gold Provides Update Regarding Private
Placement, Announces Advisory Agreement and
Announces Proposed Acquisition of Landy
Investments
VANCOUVER, BC, June 30, 2026 – Rush Gold Corp. (“Rush” or the “Company”) (CSE: RGN |
OTCQB: RGNCF | FSE: B6H) is pleased to announce, further to its news releases dated March
11, 2026 and April 17, 2026, that it remains focused on completing its previously announced
private placement of common shares (“ Shares”) at a price of $0.10 per Share (the “ Private
Placement”). The Company is also pleased to announce that it has entered into a corporate
advisory agreement (the “ Advisory Agreement ”), dated June 29, 2026, with CPS Capital
Group Pty Ltd (“CPS Capital”), a Perth-based corporate advisory firm, to act as the Company’s
exclusive Australian Lead Manager, Broker and Corporate Advisor for capital raising and
corporate advisory services. In addition, the Company is pleased to announce that it has
entered into a share purchase agreement (the “Landy Agreement”), dated June 29, 2026, to
acquire all of the issued and outstanding shares of Landy Investments Ltd. (“ Landy”), a
private British Columbia company that holds rights to acquire mining claims in Nevada, USA
(the “Landy Acquisition”).
Private Placement
The Company closed the first tranche of the Private Placement on April 17, 2026, issuing
6,120,000 Shares for aggregate proceeds of $6 12,000. No finder’s fees were paid by the
Company in connection with the first tranche. The Company intends to complete a second
tranche (the “Second Tranche”) for gross proceeds of up to $1,000,000, which would bring
the aggregate gross proceeds raised through the Private Placement, if fully subscribed, to
$1,612,000.
CPS Capital Engagement
The Company has engaged CPS Capital to co-ordinate and lead manage , on a best
endeavours’ basis, the Second Tranche. Under the terms of the Advisory Agreement, CPS
Capital will receive a cash commission of 2% on funds raised under the Second Tranche, a
placing fee of 4% on funds raised from investors introduced by CPS Capital and a share-
based commission equal to 6% of the number of Shares issued to investors introduced by
CPS Capital under the Second Tranche.
CPS Capital will also (i) receive a monthly work fee of $100,000, payable for a period of two
months, to be settled following the two -month working period, through the issuance of
Shares at $0.10 per Share, being a total of 2,000,000 Shares, and (ii) a corporate finance fee
of $100,000, payable in Shares at a deemed price of $0.10 per Share, being 1,000,000 Shares
(collectively, the “Advisory Fees”). The Advisory Fees will only become due and payable to
CPS Capital following a successful closing of the Second Tranche and the successful
facilitation by CPS Capital of two mineral property acquisitions by the Company. Payment of
the Advisory Fees remains subject to receipt of all necessary regulatory approvals, including
Canadian Securities Exchange (“ Exchange”) acceptance. All securities issued pursuant to
the Advisory Fees will be subject to a four -month hold period from issuance under
applicable Canadian securities laws, in addition to such other restrictions as may apply
under applicable securities laws of jurisdictions outside Canada.
The Company intends to use the proceeds of the Private Placement for exploration
activities, potential new acquisitions, and for general working capital purposes. The Private
Placement remains subject to receipt of all necessary regulatory approvals, including
Exchange acceptance.
Landy Acquisition
The Company has entered into the Landy Agreement with the shareholders of Landy
(collectively, the “ Landy Vendors”) to acquire all of the issued and outstanding shares of
Landy. Landy holds rights to acquire mining interests in two Nevada projects: (i) a 100%
interest in the Douglas Canyon Project, a Gold / Antimony mineral property located in
Mineral County, Nevada; and (ii) an 80% undivided interest in the Hollow North -South
Project, a Copper / Gold mineral property located in Lyon County, Nevada (collectively, the
“Mining Rights”).
As consideration for the Landy Acquisition, the Company will: (i) issue an aggregate of
12,500,000 Shares (the “Consideration Shares”) at a deemed price of $0.10 per Share to the
Landy Vendors and their nominees at closing; (ii) pay $50,000 in cash to satisfy consideration
payable to the vendor of the Douglas Canyon Project; (iii) pay $100,000 in cash (less $20,000
in exclusivity amounts already paid) to satisfy consideration payable to the vendor of the
Hollow North-South Project; and (iv) issue 1,000,000 options exercisable at $0.20 per Share
for a three -year term to the vendor of the Hollow North -South Project. 33% of the
Consideration Shares (being 4,125,000 Shares) will be subject to voluntary escrow for six
months from issuance and 33% of the Consideration Shares (being 4,125,000 Shares) will be
subject voluntary escrow for 12 months from issuance. All Consideration Shares will be
subject to a statutory four-month hold period under applicable Canadian securities laws,
and such other restrictions as may apply under applicable securities laws of jurisdictions
outside Canada.
In addition to the closing consideration, the Company will issue up to an additional 2,000,000
Shares to certain of the Landy Vendors upon achievement of drilling milestones on the
Mining Rights, as follows: (i) 1,000,000 Shares upon completion of an aggre gate of 1,000
metres of drilling; and (ii) an additional 1,000,000 Shares upon completion of an aggregate
of 2,000 metres of drilling. If either milestone has not been satisfied within 36 months
following closing, no milestone Shares shall be issuable in respect thereof. The Shares
issuable under such milestones will be subject to a four-month hold period under applicable
Canadian securities laws, and such other restrictions as may apply under applicable
securities laws of jurisdictions outside Canada.
Completion of the Landy Acquisition is subject to a number of conditions, including
completion by the Company of the Second Tranche for gross proceeds of not less than
$1,000,000, receipt of all necessary regulatory approvals including Exchange acceptance,
and other customary closing conditions.
None of the securities referenced herein have been or will be registered under the United States
Securities Act of 1933, as amended, and no such securities may be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements. This
news release shall not constitute an offer to sell or the solicitation of an offer to b uy nor shall
there be any sale of the securities in the United States or any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Rush Gold Corp.
Rush Gold Corp. is a Canadian mineral exploration company engaged in the acquisition,
exploration, and evaluation of resource properties. The Company is focused on advancing
its mineral projects in Nevada, United States.
On Behalf of the Board,
RUSH GOLD CORP.
Anthony Zelen, CEO
For further information, please contact:
Anthony Zelen, Director and Chief Executive Officer
T: (778) 388 5258
https://rushgoldcorp.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Statement Regarding “Forward-Looking” Information
This news release includes certain statements and information that may constitute forward -
looking information within the meaning of applicable Canadian securities laws. All statements
in this news release, other than statements of historical facts, includi ng statements regarding
future estimates, plans, objectives, timing, assumptions or expectations of future performance,
including, without limitation: the anticipated use of proceeds of the Private Placement ; the
Company’s ability to obtain Exchange approval in connection with the Private Placement ; the
anticipated fees payable under the Advisory Agreement; the Company’s ability to complete the
Landy Acquisition; the Company’s ability to satisfy the conditions to closing the Landy
Acquisition, including obtaining Exchange approval; and the Company’s intentions with respect
to the exploration and development of the Mining Rights are forward-looking statements and
contain forward-looking information. Generally, forward -looking statements and information
can be identified by the use of forward -looking terminology such as “intends” or “anticipates”,
or variations of such words and p hrases or statements that certain actions, events or results
“may”, “could”, “should” or “would” or occur.
Forward-looking statements are based on certain material assumptions and analysis made by
the Company and the opinions and estimates of management as of the date of this press
release, including, among other things, that: that the Company will be able to use the proceeds
of the Private Placement as anticipated; that Exchange approval for the Private Placement will
be obtained on the timeline anticipated by management ; that the Company will be able to
satisfy the conditions to closing the Landy Acquisition on the timeline anticipated by
management; and that the Mining Rights will be acquired by Landy as contemplated by the
underlying property acquisition agreements, among others. These forward-looking statements
are subject to known and unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of the Company to be materially
different from those e xpressed or implied by such forward -looking statements or forward -
looking information. Important risks that may cause actual results to vary, include, without
limitation, the risk that: the Company is unable to use the proceeds of the Private Placement as
anticipated and that the Company is unable to obtain Exchange approval in connection with
the Private Placement, or that the Company will be unable to do so on the timeline anticipated;
the risk that CPS does not perform under the Advisory Agreement or that the Company is unable
to obtain Exchange approval in respect of the Advisory Agreement and the Advisory Fees
payable thereunder; and the risk that the Company is unable to satisfy the conditions to closing
the Landy Acquisition, including obtaining Exchange approval, or that the Company is unable
to do so on the timeline anticipated; and the risk that Landy does not acquire the Mining Rights
as contemplated by the underlying property acquisition agreements.
Although management of the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward -looking statements
or forward -looking information, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ materi ally from those
anticipated in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward -looking information. Readers are cautioned that
reliance on such information may not be appropriate for other pur poses. The Company does
not undertake to update any forward -looking statement, forward -looking information or
financial outlook that are incorporated by reference herein, except in accordance with
applicable securities laws.