(via TheNewswire)
OCTOBER 21, 2026 – TheNewswire - GOLD OROGEN RESOURCES CORP . (CSE:OROG) (“Gold Orogen” or the “Company”) is pleased to announce it has closed the first tranche of its previously announced non-brokered private placement financing offering of up to $1.5 million (the “Offering”). The Company will issue 12,015,000 non flow-through units (the "NFT Units" and each a “NFT Unit”) at a price of $0.08 per NFT Unit for gross proceeds of $961,200. Each NFT Unit will be comprised of one common share and one common share purchase warrant (“Warrant”). Each Warrant shall entitle the holder to purchase one additional common share of the Company at an exercise price of $0.10 for a period of thirty-six months from the date of issuance.
Gold Orogen Resources intends to use the net proceeds of the Offering to fund its commitment under the Acadian Gold joint venture, advance ongoing exploration and development activities, and for general working capital.
At the McIntyre Brook gold property, which is adjacent to the Kinross-Puma joint venture project, a trenching and field program will be undertaken to further refine drill targeting from last year’s progress. At the Riley Brook property, the Company’s inaugural exploration program of soil sampling and trenching will focus on high-priority tungsten and antimony targets in the southwestern portion of the property in New Brunswick.
Insider Participation
The Company’s chair of the board and two senior officers subscribed for a total of 2,875,000 NFT Units of the first tranche of the Offering for gross proceeds of $230,000. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101 “) contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.
All securities issued under the Offering are subject to a statutory hold period of four month from the date of issuance in accordance with applicable securities laws. The completion of the Offering’s first tranche is subject to the final acceptance of the Canadian Securities Exchange (“CSE”).
In connection with the issuance of the NFT Units under the Offering, the Company paid finders fees of $14,640 in cash and issued 183,000 finders warrants ("Finders Warrants") to eligible finders. Each Finders Warrant is exercisable at a price of $0.10 per Share for the purchase of one common share for a period of thirty-six months from the date of issuance.
The Company may accelerate the expiry date of the Warrants and Finders Warrants with thirty days notice, if the Company’s common shares have a minimum closing price of $0.25 for a period of ten consecutive trading days.
The Company anticipates to close a tranche of flow-through units as part of the Offering before the end of this month. The Company may also pay finders fees in connection with this or additional tranches of the Offering to eligible finders in accordance with policies of the CSE and applicable securities laws.
The securities issued pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of securities in the United States or in any other jurisdiction in which the offer, solicitation or sale would be unlawful.
Shares-For-Debt Arrangement Closing
Concurrent with the Offering, pursuant to a previously announced shares-for-debt (“SFD”) arrangement to settle $700,000 of debt owed to former parent company Lode Gold Resources Inc. (“Lode Gold”), the Company has issued 8,750,000 common shares at a price of $0.08 to Lode Gold. This arrangement clears up a significant portion of the Company’s outstanding liabilities on its balance sheet. After the closing of the SFD arrangement and the above noted Offering tranche, Lode Gold will have a strategic equity stake of 13.5% in Gold Orogen.
ABOUT GOLD OROGEN
As the Resulting Issuer of the February 2026 reverse-take-over of Great Republic Mining (CSE:GRM) by Gold Orogen Exploration Corp (formerly named 1475039 B.C. Ltd. and a subsidiary of Lode Gold (TSXV:LOD), Gold Orogen is an early-stage exploration pure play with interests in quality assets in the Yukon and New Brunswick, Canada. Optionality exists as assets are diversified on two mineral belts that are known to have prolific gold endowment.
New Brunswick Assets - During late 2024, the Acadian Gold joint venture was formed between subsidiary company 1475039 and the Company’s 19.9% strategic investor to create one of the largest land packages in New Brunswick, consisting of an area spanning 445 km 2 with a 44 km strike. The McIntyre Brook and Riley Brook properties sit on a highly prospective belt that has seen many exciting discoveries including Dalradian, New Found Gold and Calibre Mining. The Kinross-Puma joint venture project surrounds McIntyre Brook.
Yukon Assets - The Golden Culvert / WIN properties sit on the southern end of the Tombstone Belt which in recent years has seen extensive exploration success. It has Reduced Intrusion-Related Gold Systems (RIRGS) targets and sedimentary hosted orogenic mineralization. Over 4,500 m has been drilled with 50 gram meter intercepts. *Cautionary note: This is not a true width calculation as the true attitude of the mineralized body is unknown at this time.
ON BEHALF OF THE COMPANY
Wendy T. Chan
CEO & Director
info@goldorogen.com
www.goldorogen.com
+1 (604) 735-OROG (6764)
Kevin Shum
Investor Relations
kevin@goldorogen.com
+1 (604) 735-OROG (6764)
Cautionary Statement Regarding Forward-Looking Information
Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the use of proceeds, advancement and completion of resource calculation, feasibility studies, and exploration plans and targets. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: the status of community relations and the security situation on site; general business and economic conditions; the availability of additional exploration and mineral project financing; the supply and demand for, inventories of, and the level and volatility of the prices of metals; relationships with strategic partners; the timing and receipt of governmental permits and approvals; the timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company’s interpretation of drill results; the geology, grade and continuity of the Company’s mineral deposits; the availability of equipment, skilled labour and services needed for the exploration and development of mineral properties; and currency fluctuations.
There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include a deterioration of security on site or actions by the local community that inhibits access and/or the ability to productively work on site, Previous actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, business disruptions, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
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