Pegasus Resources Announces Private Placement for Up to C$375,000

Rhea-AI Summary

Pegasus Resources Inc. (TSX-V:PEGA, OTC:SLTFF) has announced a non-brokered private placement aiming to raise up to C$375,000. The offering consists of up to 6,250,000 units priced at C$0.06 per unit, with each unit comprising one common share and one full purchase warrant. Each warrant allows holders to acquire one common share at C$0.12 for a 2-year period.

The proceeds will be used to complete the final payment on the Jupiter Uranium Property, securing a 75% ownership interest, along with general working capital purposes. The offering, expected to close around March 07, 2025, will be available to accredited investors in Canada and select international markets. All securities issued will have a four-month-and-one-day holding period.

Positive

• Securing 75% ownership in Jupiter Uranium Property
• Full warrant coverage at 100% premium to unit price

Negative

• Dilutive financing at C$0.06 per unit
• Additional capital may be needed for operations beyond property payment

VANCOUVER, BC / ACCESS Newswire / February 27, 2025 / Pegasus Resources Inc. (TSX-V:PEGA)(Frankfurt:0QS0)(OTC/Pink Sheet symbol:SLTFF) (the "Company" or "Pegasus) is pleased to announce its intention to complete a non-brokered private placement for gross proceeds of up to C$375,000 (the "Offering").

The Offering will consist of up to 6,250,000 units of the Company (each, a "Unit", and collectively the "Units") at a price of C$0.06 per Unit (the "Offering Price"). Each Unit consists of one Common Share (each, a "Common Share", and collectively the "Common Shares") and one full Common Share purchase warrant (each warrant, a "Warrant" and collectively the "Warrants"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.12 per Common Share for a period of 2 years from the closing date of the Offering.

The net proceeds from the Offering will be used to complete the final payment on the Jupiter Uranium Property, securing Pegasus a 75% ownership interest. Additionally, funds will be allocated for general working capital and corporate purposes.

The Units will be offered and sold by private placement in Canada to "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions and other exempt purchasers in each province of Canada and may be sold outside of Canada on a basis which does not require the qualification or registration of any of the Common Shares or the Warrants comprising the Units in the subscriber's jurisdiction. The Company may also concurrently offer and sell Units outside of Canada on a non-brokered, unregistered private placement basis to a limited number of "accredited investors" (as defined in Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) with whom the Company has substantive pre-existing relationships, in reliance on exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws or in other jurisdictions where permitted by law.

The Common Shares, Warrants and Common Shares underlying the Warrants from the Offering will be subject to a four-month-and-one-day statutory hold period from the date of issuance. Closing of the Offering remains subject to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV"). The Company may pay finder's fees as permitted by TSXV and applicable securities laws.

Closing of the Offering is expected to occur on or about March 07, 2025 (the "Closing Date").

Christian Timmins
President, CEO and Director

Pegasus Resources Inc.
700 - 838 West Hastings Street
Vancouver, BC V6C 0A6

PH: 1-403-597-3410
X: https://twitter.com/MrChris_Timmins
X: https://twitter.com/pegasusresinc
E: info@pegasusresourcesinc.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

This news release contains certain information that may be deemed "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking information contained in this press release may include, without limitation, statements regarding creation of value for Company shareholders, results of operations the size, timing and completion of the Offering, and the use of proceeds from the Offering upon closing of the Offering.

Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the COVID-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.

The forward-looking information contained in this press release represents the expectations of Pegasus as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Pegasus may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE: Pegasus Resources, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Pegasus Resources (SLTFF) private placement announced in February 2025?

Pegasus Resources announced a C$375,000 private placement at C$0.06 per unit, consisting of 6,250,000 units.

How will Pegasus Resources (SLTFF) use the proceeds from its C$375,000 private placement?

The proceeds will be used to make the final payment on the Jupiter Uranium Property to secure 75% ownership, plus general working capital purposes.

What are the terms of the warrants in SLTFF's February 2025 private placement?

Each warrant allows holders to purchase one common share at C$0.12 for a 2-year period from the closing date.

When is the expected closing date for Pegasus Resources' (SLTFF) C$375,000 private placement?

The private placement is expected to close on or about March 07, 2025.