RPX Gold Closes C$14.15M “Best Efforts” Life Offering and Private Placement

TORONTO--(BUSINESS WIRE)--RPX Gold Inc. (“RPX Gold” or the “Company”) (TSXV: RPX) is pleased to announce that it has closed its previously announced brokered “best efforts” private placement offering of securities of the Company for aggregate gross proceeds of C$14,144,999.84 (the “Offering”). The Offering consisted of:

1. 11,051,450 units of the Company (the “Non-FT Units”) at a price of C$0.17 per Non-FT Unit. Each Non-FT Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”);
2. 29,591,576 flow-through units of the Company (the “Tranche 1 FT Units”) at a price of C$0.238 per Tranche 1 FT Unit. Each Tranche 1 FT Unit consists of one Common Share and one-half of one Warrant. Each such Common Share and one-half of one Warrant comprising a Tranche 1 FT Unit will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”);
3. 9,805,000 flow-through units of the Company (the “Tranche 2 FT Units”) at price of C$0.204 per Tranche 2 FT Unit. Each Tranche 2 FT Unit consists of one Common Share and one-half of one Warrant. Each such Common Share and one-half of one Warrant comprising a Tranche 2 FT Unit will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Tax Act;
4. 18,360,225 Common Shares (the “Non-FT Shares”) at a price of C$0.17 per Non-FT Share; and
5. 500,000 Common Shares that qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act (the “FT Shares”) at a price of C$0.204 per FT Share,

the Non-FT Units, Tranche 1 FT Units, Tranche 2 FT Units, Non-FT Shares and FT Shares are collectively referred to herein as the “Offered Securities”.

Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at a price per Warrant Share of C$0.27 until May 13, 2028.

The Offering was conducted on a “best-efforts” basis by a syndicate of agents led by Haywood Securities Inc. (“Haywood”), as lead agent and sole bookrunner, and including Research Capital Corporation and Paradigm Capital Inc. (together with Haywood, the “Agents”).

The net proceeds from the sale of the Non-FT Units and Non-FT Shares will be used for working capital and general corporate purposes. The gross proceeds from the sale of the Tranche 1 FT Units, Tranche 2 FT Units and FT Shares shall, pursuant to the provisions in the Tax Act, be used by the Company to incur “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as both terms are defined in the Tax Act and “eligible Ontario exploration expenditure” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the “Qualifying Expenditures”) prior to December 31, 2027. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the Tranche 1 FT Units, Tranche 2 FT Units and FT Shares effective on or before December 31, 2026.

In consideration for their services, the Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering. As additional consideration for their services, the Agents were also issued broker warrants (the “Broker Warrants”) equal to 6.0% of the number of Offered Securities sold under the Offering. Each Broker Warrant entitles the holder thereof to subscribe for one Common Share at a price of C$0.17 per Common Share until May 13, 2028.