TORONTO, April 16, 2026 (GLOBE NEWSWIRE) -- RPX Gold Inc. ("RPX Gold" or the "Company") (TSXV:RPX) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. ("Haywood"), as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents (together with Haywood, the "Agents"), pursuant to which the Agents have agreed to sell, on a "best efforts" private placement basis, securities of the Company (the "Offered Securities") for maximum gross proceeds to the Company of C$11,000,000 from the sale of the Offered Securities (the "Offering").
Pursuant to the Offering, the Offered Securities shall be comprised of any combination of: (i) common shares of the Company (the "Non-FT Shares") at a price of C$0.170 per Non-FT Share (the "Non-FT Issue Price"); (ii) units of the Company (the "Non-FT Units") at a price per Non-FT Unit equal to the Non-FT Issue Price; (iii) common shares of the Company (the "Tranche 1 FT Shares") at a price of C$0.238 per Tranche 1 FT Share (the "Tranche 1 FT Price"); (iv) units of the Company (the "Tranche 1 FT Units") at a price per Tranche 1 FT Unit equal to the Tranche 1 FT Price; (v) common shares of the Company (the "Tranche 2 FT Shares") at a price of C$0.204 per Tranche 2 FT Share (the "Tranche 2 FT Price"); and (vi) units of the Company (the "Tranche 2 FT Units") at a price per Tranche 2 FT Unit equal to the Tranche 2 FT Price. Closing of the sale of the Offered Securities sold pursuant to the LIFE Exemption (as defined below) is subject to the receipt of minimum gross proceeds of C$4,000,000 from the sale of any combination of Non-FT Shares and Non-FT Units.
Each Non-FT Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a "Warrant"). Each Tranche 1 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")). Each Tranche 1 FT Unit will consist of one Tranche 1 FT Share and one-half of one Warrant. Each Tranche 2 FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Tax Act). Each Tranche 2 FT Unit will consist of one Tranche 2 FT Share and one-half of one Warrant. Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of C$0.27 for a period of 24 months from the closing date of the Offering.
The Company has granted the Agents an option to sell up to an additional 15% of the Offering, being C$1,650,000, in any combination of: Non-FT Shares, Non-FT Units, Tranche 1 FT Shares, Tranche 1 FT Units, Tranche 2 FT Shares and Tranche 2 FT Units at their respective issue prices (the "Agents' Option"), exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Offering.
The Company, pursuant to the provisions in the Tax Act shall use an amount equal to the gross proceeds of the sale of the Tranche 1 FT Shares, Tranche 1 FT Units, Tranche 2 FT Shares and Tranche 2 FT Units 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") after the closing date of the Offering and prior to December 31, 2027 in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Tranche 1 FT Shares, Tranche 1 FT Units, Tranche 2 FT Shares and Tranche 2 FT Units. The Company shall renounce the Qualifying Expenditures so incurred to the purchasers of the Tranche 1 FT Shares, Tranche 1 FT Units, Tranche 2 FT Shares and ...
