Refined Energy Corp. Announces Charity Flow-Through Private Placement
CSE: RUU | OTC: RRUUF | FRA: CWA0
Refined Energy Corp. Announces Charity Flow-Through Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Vancouver, British Columbia, January 20, 2026 — Refined Energy Corp. (CSE: RUU | OTC: RRUUF | FRA:
CWA0) ("Refined” or the "Company") announces that it intends to complete a non-brokered “charity flow-
through” private placement (the “ CFT Private Placement ”) of a minimum of 1,428,572 units of the
Company (“ Units”) and a maximum of 1,904,762 Units, at a price of $ 1.05 per Unit , for aggregate
anticipated gross proceeds of a minimum of $1,500,000.60 (the “Minimum Amount”) and a maximum of
up to $2,000,000.10.
Each Unit shall consist of one “flow-through” common share in the capital of the Company (a “FT Share”)
and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder thereof to
purchase one common share in the capital of th e Company (“Common Share”) at a price of $ 1.05 for a
period of 24 months, provided that the Warrants will be subject to a 60-day hold period from the date of
the closing of the CFT Private Placement during which time they may not be exercised.
The FT Shares issued under the CFT Private Placement are intended to qualify as “flow -through shares”
within the meaning of the Income Tax Act (Canada) (the “Tax Act”). Upon exercise of the Warrants, the
underlying Common Shares will not be issued as “flow-through shares” within the meaning of the Tax Act.
Closing of the CFT Private Placement is anticipated to occur on or about February 13, 2026. Closing is
subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other
approvals and the Company raising the Minimum Amount.
The gross proceeds of the CFT Private Placement will be used by the Company to incur eligible “Canadian
exploration expenses” that are intended to qualify as “flow-through critical mineral mining expenditures”,
as such terms are defined in the Tax Act , at the Company’s Dufferin Project, including to fund the
expenditures of the Company’s phase one exploration program at the Dufferin Project, which is expected
to commence in the first quarter of 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 – Prospectus Exemptions (“ NI 45-106”) and the Coordinated Blanket Order 45 -935
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, the Units issuable under the
CFT Private Placement will be offered for sale to purchasers resident in all of the provinces of Canada
pursuant to the listed issuer financing exemption under Part 5A.2 of NI 45 -106 (the “LIFE Exemption”).
Because the CFT Private Placement is to be completed pursuant to the LIFE Exemption, the securities
issued to Canadian resident subscribers in the CFT Private Placement will not be subject to resale
restrictions in accordance with applicable Canadian securities laws.
CSE: RUU | OTC: RRUUF | FRA: CWA0
There is an offering document dated January 20, 2026 related to the CFT Private Placement that can be
accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at
https://refinedenergy.com. This offering document contains additional detail regarding the CFT Private
Placement, including additional detail regarding the expected use of proceeds from the CFT Private
Placement. Prospective investors should read this offering document before making an investment
decision.
The securities described herein have not been and will not be registered under the United States Securities
Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United
States absent registration or available exemptions from such registration requirements. This press release
does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States,
or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Refined Energy Corp
Refined is a junior mining company dedicated to identifying, evaluating and acquiring interests in mineral
properties in North America. The Dufferin Project in the Athabasca Basin is the flagship project of Refined
and a drill program is planned for 2026. Refined also has an option to earn up to a 100% interest in the
Basin and Milner uranium properties in Saskatchewan. The Company continues to review other mineral
properties in North America for possible acquisition in the future.
For further information, please contact
Eli Dusenbury
Chief Financial Officer
+1 (604) 398-3378
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward -looking information. These
statements relate to future events or future performance. The use of any of the words “could”, “intend”,
“expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward -looking information and are based
on the Company’s current belief or assumptions as to the outcome and timing of such future events.
In particular, this press release contains forward-looking information relating to, among other things, the
CFT Private Placement, including the total anticipated proceeds, the expected use of proceeds, the closing
(including the proposed closing date) of the CFT Private Placement and the expectation that the FT Shares
will qualify as “flow -through shares” as defined in the Tax Act , and the Company’s planned 202 6
exploration program at the Dufferin Project, including the timing thereof. Various assumptions or factors
CSE: RUU | OTC: RRUUF | FRA: CWA0
are typically applied in drawing conclusions or making the forecasts or projections set out in forward -
looking information, including the assumption that the Company will close the CFT Private Placement on
the timeline anticipated, will raise the anticipated amount of gross proceeds from the CFT Private
Placement, will use the proceeds of the CFT Private Placement as anticipated and will complete the
Company’s planned 2026 exploration program at the Dufferin Project on the timeline currently expected.
Those assumptions and factors are based on information currently available to the Company. Although
such statements are based on reasonable assumptions of the Company’s management, there can be no
assurance that any conclusions or forecasts will prove to be accurate.
Forward-looking information involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or impli ed by the forward -looking information. Such
factors include: the risk that the CFT Private Placement does not close on the timeline expected, or at all;
the risk that the Company raises less than the maximum gross proceeds from the CFT Private Placement;
the risk that the Company does not use the proceeds from the CFT Private Placement as currently expected
and the associated risks arising from such decision, including that the Company may be required to make
payments to investors in the Offering and others as a result of a determination by the Company not to
utilize the gross proceeds raised from the Offering for eligible “Canadian exploration expenses” that qualify
as “flow-through critical mineral mining expenditures” within the meanings set out in the Tax Act; the risk
that the FT Shares do not qualify as “flow -through shares” as defined in the Tax Act; risks inherent in the
exploration and development of mineral deposits, including risks relating to changes in project parameters
as plans continue to be redefined and the risk that exploration and development activities will cost more
than the amount budgeted for such activities by the Company; risks relating to changes in mineral prices
and the worldwide demand for and supply of minerals; risks related to increased competition and current
global financial conditions; access and supply risks; risks associated with the Company’s reliance on key
personnel; operational risks; regulatory risks, including risks relating to the acquisition of the necessary
licenses and permits; financing, capitalization and liquidity risks; title and environmental risks; and risks
relating to the failure to receive all requisite regulatory approvals. The forward -looking information
contained in this release is made as of the date h ereof, and the Company is not obligated to update or
revise any forward -looking information, whether as a result of new information, future events or
otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue reliance on forward-looking information.
The foregoing statements expressly qualify any forward-looking information contained herein.
The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this
press release.