Relevant Gold Closes First Tranche of Upsized $8.5 Million Non-Brokered Private Placement Led by Strategic Investors Kinross and Bollinger

Rhea-AI Summary

Relevant Gold Corp (TSXV:RGC)(OTCQB:RGCCF) has increased its non-brokered private placement to $8.5 million, issuing 28,447,333 common shares at $0.30 per share. The first tranche of 4,920,000 shares ($1,476,000) closed on February 28, 2025, with a 6% finder's fee of $9,900.

Strategic investors Kinross Gold and William G. Bollinger have each agreed to purchase shares in the second tranche, which will give them each a 19.9% stake in the company. Kinross will acquire 15,410,000 shares and Bollinger 8,070,000 shares.

The proceeds will fund exploration activities at the company's Wyoming projects and general working capital. Both investors will receive participation rights, information rights, and board nomination rights through investor rights agreements.

Positive

• Premium-priced placement of $8.5M with minimal dilution
• Strategic investment from major mining company Kinross Gold
• Strong institutional backing with two 19.9% cornerstone investors
• Significant capital raised for exploration activities

Negative

• Share dilution from issuance of 28.4M new shares
• Significant control concentration with two investors holding 39.8% combined

Not for dissemination in or into the United States or through U.S. newswires

All dollars are Canadian unless otherwise noted

VANCOUVER, BC / ACCESS Newswire / February 28, 2025 / Relevant Gold Corp. (TSXV:RGC)(OTCQB:RGCCF) (the "Company" or "Relevant Gold") is pleased to announce that in response to market demand, it has further increased the size of its previously announced non-brokered private placement (see news release dated Feb. 21, 2025) to an aggregate total of 28,447,333 common shares ("Common Shares") of the Company issued at a price of $0.30 per Common Shares for gross proceeds of $8,534,199.90 (the "Offering").

The first tranche of the Offering consisting of 4,920,000 Common Shares for gross proceeds of $1,476,000 ("Tranche 1") was completed on February 28, 2025. A finder's fee was paid in connection with the closing of Tranche 1 that consisted of a cash fee in the aggregate amount of $9,900, representing an aggregate commission of 6% of the Common Shares sold to investors introduced by finder. All securities issued in connection with Tranche 1 of the Offering are subject to a four-month Canadian restricted resale period that expires, with respect to resales in Canada, on June 29, 2025, and applicable securities legislation hold periods outside of Canada.

The remainder of the Offering will be completed as a separate tranche ("Tranche 2") following receipt of final approval from the TSX Venture Exchange for insider participation. The Company has entered into subscription agreements dated February 28, 2025 with each of Kinross Gold Corporation ("Kinross") (NYSE:KGC)(TSX:K) and Mr. William G. Bollinger ("Bollinger") pursuant to which Kinross has agreed to purchase 15,410,000 Common Shares and Bollinger has agreed to purchase 8,070,000 Common Shares. After giving effect to Tranche 2, each of Kinross and Bollinger will hold 19.9% of the issued and outstanding Common Shares of the Company.

Upon the completion of Tranche 2, the Company will enter into an amended and restated investor rights agreement with Kinross to amend and restate the investor rights agreement entered into on July 8, 2024. The Company will also enter into an investor rights agreement with Bollinger. Each investor rights agreement will confer on the investor certain participation rights, information rights and the right to nominate a member to the board of directors of the Company.

Proceeds from the Offering will be used to fund exploration activities at the Company's projects in Wyoming, USA, and for general working capital.

"We are extremely pleased with the strong support we received in this financing, which was completed at a premium to market with minimal dilution. This demonstrates confidence in our team, our science-driven approach, and the potential of our Wyoming gold assets," said Relevant Gold CEO Rob Bergmann. "We are particularly encouraged by Kinross Gold and Mr. William Bollinger increasing their stakes to 19.9% each, reinforcing their belief in Relevant Gold's exploration strategy and long-term value creation. With this additional capital and strategic support, we remain well-positioned to advance our projects and continue unlocking the district-scale potential of the American Abitibi in Wyoming."

The participation of Bollinger in the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101") since Bollinger held more than 10% of the issued and outstanding Common Shares prior to giving effect to the Offering. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by Bollinger will exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (The "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Relevant Gold Corp.

Relevant Gold Corp. is a North American gold exploration company founded by experienced exploration geologists and operated by a highly respected team with a proven record of significant value creation for shareholders. Relevant Gold is focused on the acquisition, exploration, discovery, and development of district-scale gold projects in the state of Wyoming - one of the most mining-friendly jurisdictions in the United States and globally.

On behalf of Relevant Gold Corp.,

Rob Bergmann, Chief Executive Officer

More information

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

For further information about Relevant Gold Corp. or this news release, please visit our website at www.relevantgoldcorp.com or contact Rob Bergmann, President and CEO, or Kristopher Jensen, Manager of Investor Relations, at 763-760-4886 or by email at investorrelations@relevantgoldcorp.com.

Cautionary Note Regarding Forward-Looking Statements and Historical Information

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events of Relevant Gold Corp. ("Relevant" or "Relevant Gold" or "the Company"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward looking information. Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking information. Such risks include, among others, the inherent risk of the mining industry; adverse economic and market developments; the risk that the Company will not be successful in completing additional acquisitions; risks relating to the estimation of mineral resources; the possibility that the Company's estimated burn rate may be higher than anticipated; risks of unexpected cost increases; risks of labour shortages; risks relating to exploration and development activities; risks relating to future prices of mineral resources; risks related to work site accidents, risks related to geological uncertainties and variations; risks related to government and community support of the company's projects; risks related to global pandemics and other risks related to the mining industry. The Company believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward‐looking information should not be unduly relied upon. These statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update any forward‐looking information except as required by law. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities of the Company in Canada, the United States or any other jurisdiction. Any such offer to sell or solicitation of an offer to buy the securities described herein will be made only pursuant to subscription documentation between the Company and prospective purchasers. Any such offering will be made in reliance upon exemptions from the prospectus and registration requirements under applicable securities laws, pursuant to a subscription agreement to be entered into by the Company and prospective investors.

The scientific and technical contents of this release have been approved by Mr. Brian C. Lentz, CPG #11999, Chief Exploration Officer of the Company, who is a "Qualified Person" as defined by Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Mr. Lentz is not independent of the Company.

SOURCE: Relevant Gold Corp.

View the original press release on ACCESS Newswire

FAQ

How much did Relevant Gold (RGCCF) raise in their latest private placement?

Relevant Gold raised $8.53 million through a non-brokered private placement, issuing shares at $0.30 each.

What percentage stake will Kinross and Bollinger hold in RGCCF after the placement?

Both Kinross Gold and William Bollinger will each hold 19.9% of Relevant Gold's issued and outstanding common shares.

When does the restricted resale period expire for RGCCF's first tranche shares?

The four-month Canadian restricted resale period expires on June 29, 2025.

How will RGCCF use the proceeds from the $8.5M private placement?

The proceeds will fund exploration activities at the company's Wyoming projects and general working capital.

What rights will Kinross and Bollinger receive in RGCCF after their investment?

Both investors will receive participation rights, information rights, and the right to nominate a board member through investor rights agreements.