VANCOUVER, British Columbia, April 08, 2026 (GLOBE NEWSWIRE) -- Blue Jay Gold Corp. ("Blue Jay" or the "Company"), is pleased to announce that it has closed its previously announced "best efforts" private placement offering (the "Offering") pursuant to an agency agreement dated April 8, 2026 (the "Agency Agreement") entered into by the Company, Beacon Securities Limited ("Beacon" or the "Lead Agent") as lead agent and sole bookrunner, ATB Cormark Capital Markets, and Red Cloud Securities Inc. (together with Beacon, the "Agents"). In connection with the Offering, the Company issued 18,350,500 subscription receipts (the "Subscription Receipts") at a price of $0.80 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of $14,680,400.
Each Subscription Receipt issued in connection with the Offering shall be deemed to be exercised into one unit of the Company (a "Unit") without payment of any additional consideration and without further action on the part of the holder thereof, upon satisfaction or waiver (to the extent permitted by Beacon), as applicable, of the Escrow Release Conditions (as defined herein). Each Unit will consist of one common share of the Company (a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share (a "Warrant Share"), at a price per Warrant Share of $1.20 for a period of 24 months from the date of issuance. If, at any time following the satisfaction of the Escrow Release Conditions, the daily volume-weighted average price of the common shares on the TSX Venture Exchange ("TSXV") is at or above $2.00 for 10 consecutive trading days, the Company may accelerate the expiry of the Warrants by issuing a news release to that effect, in which case the Warrants will expire 30 days following the date of such news release.
The Company and the Agents have elected not to pursue the flow-through component of the Offering as was described in the Company's press releases dated March 4, 2026 and March 5, 2026. There will be no further tranches or closings related to the Offering.
Pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated April 8, 2026 among the Company, Beacon and Endeavor Trust Corporation (the "Subscription Receipt Agent"), the Subscription Receipts will be automatically exercised for Units, upon the satisfaction or waiver (to the extent permitted by Beacon) of the following conditions:
(i)
the Company shall deliver to the Lead Agent and the Subscription Receipt Agent a letter (or similar document) evidencing the TSXV's conditional approval of its application to list its common shares on the TSXV (the "Listing");
(ii)
the common shares issuable in connection with the Offering (including without limitation, the Shares and Warrant Shares, and the common shares issuable in connection with the exercise of certain compensation options issued to the Agents) being approved for listing on the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing, to the extent such conditions are capable of being satisfied prior to the conversion of the Subscription Receipts issued in connection with the Offering, it being understood that any such conditions ...
