Mr. Paul Dumas reports
PRECORE GOLD CLOSES OVERSUBSCRIBED C$6 MILLION PRIVATE PLACEMENT
Precore Gold Corp. has closed its fully allocated and oversubscribed non-brokered private placement for an aggregate of 30 million units of the company at a price of 20 cents per unit for gross proceeds of $6-million. See the news release of Precore Gold dated Aug. 20, 2026, entitled "Precore Gold Announces Up to C$6 Million Private Placement."
(All dollar figures are in Canadian dollars, except as noted.)
Paul A. Dumas, executive chairman of Precore Gold, commented:
"The response to this financing has been exceptional and, in our view, speaks directly to the growing recognition of the discovery potential of our asset portfolio, especially our flagship, the Arikepay project in Peru. Demand was overwhelming; however, we made a deliberate decision not to upsize the offering at these levels and unnecessarily dilute our existing shareholders. That decision has become even more meaningful given that Precore Gold's share price has gained significant value since the announcement. We would like to thank the team at Argonaut for their vision and belief in our management and the potential of the assets, and we look forward to their collaboration going forward. We are particularly pleased with the calibre of investors participating in this first significant capital raise, which includes well-known, high performing, visionary funds and institutional investors from outside the Americas. Their participation significantly broadens our shareholder base and introduces Precore Gold to sophisticated resource investors globally. With a strengthened treasury and a significantly expanded institutional shareholder interest, Precore Gold is entering an important new phase. We are confident that as systematic modern exploration gets under way and we begin to demonstrate the broader potential of our assets, Precore Gold has the opportunity to undergo a meaningful rerating. We look forward to commencing our preliminary and complementary exploration programs in the coming weeks."
Rob Telford, director of equity capital markets at Argonaut, commented:
"Argonaut is delighted to be cornerstoning the offering and accepting the advisory engagement. An in-house technical review by our geologist indicates the Arikepay project has the potential to host a significant gold resource. We rarely see intercepts of 81 metres at approximately three grams per tonne gold. We are excited to see a systematic drillout of historical gold intercepts, which were never followed up given the focus on copper at the time."
Each unit consists of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant entitles the holder to acquire one additional common share at an exercise price of 28 cents until Sept. 3, 2028. The warrants contain an acceleration clause, whereby the company may accelerate the expiry of the warrants to a date that is 30 days following the date upon which the common shares trade at a 30-day volume-weighted average trading price exceeding 70 cents per common share. The warrants are governed by the terms of a warrant indenture dated Sept. 3, 2026, between the company and Endeavor Trust Corp., as warrant agent.
The proceeds from the offering are expected to be used to finance exploration work and for general working capital purposes. Pursuant to the policies of the Canadian Securities Exchange, the company obtained the written consent of shareholders holding more than 50 per cent of the issued and outstanding common shares to permit dilution in excess of 100 per cent on a non-diluted basis after giving effect to the issuance of the units and the exercise of the warrants.
Argonaut Securities Pty. Ltd., which is part of Argonaut Ltd., and its clients participated as cornerstone investors in the offering for an aggregate of $4-million. In connection with the offering, the company paid Argonaut: (i) a cash fee equal to 6 per cent of the gross proceeds received from subscribers sourced by Argonaut (being $240,000); and (ii) 1.2 million common share purchase warrants equal to 6 per cent of the number of common shares issued in connection with the subscribers sourced by Argonaut, with each finder's warrant entitling the holder thereof to purchase one common share at an exercise price of 28 cents per share for a period of 24 months following the closing, expiring Sept. 3, 2028. The company also paid finders' fees of $63,000 in connection with subscribers not sourced by Argonaut.
Argonaut Corporate Finance Ltd., an affiliate of Argonaut, acted as financial adviser to the company in connection with the offering. Pursuant to an advisory engagement letter, Argonaut is entitled to receive from the company: (i) a monthly advisory fee of $5,000 for an initial term of 12 months; and (ii) 1.5 million options of the company, with each advisory option entitling Argonaut to acquire one common share at an exercise price of 28 cents per common share for a period of two years from the date of grant.
All securities issued and issuable pursuant to the offering will be subject to a statutory hold period in Canada of four months plus one day from the date of issuance, being Jan. 4, 2027, in accordance with applicable Canadian securities legislation.
Certain directors and officers of the company subscribed for an aggregate of 670,000 units for aggregate gross proceeds of $134,000. The participating insiders are each considered an insider of the company within the meaning of applicable securities legislation and, as a result, their participation in the offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization.
About Argonaut Securities Pty. Ltd.
Argonaut has raised approximately $3.6-billion (Australian) in natural resources financing in the last 12 months. Its advisory and equity capital markets business is underpinned by extensive institutional relationships, well-respected research coverage, and strong financial and technical in-house capabilities.
About Precore Gold Corp.
Precore Gold is a Canadian junior gold exploration company focused on building a solid portfolio of exploration projects with strong gold discovery potential, in order to capture the strength of the gold market and to generate long-term shareholder returns. The company is focused on its flagship properties, the Arikepay property in Arequipa, Peru, and the Lac Big-Rush property in Chibougamau, Que. The company plans to seize opportunities whereby promising properties are located in prolific mining camps, in politically stable jurisdictions, that contain important historical drilling results that have not seen any follow-up work in years. Precore Gold's mission is underpinned by diligent environmental, social and corporate governance (ESG) standards.
We seek Safe Harbor.
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