Mr. Wendell Zerb reports

RED CANYON COMPLETES OVER-SUBSCRIBED PRIVATE PLACEMENT AND ANNOUNCES FLOW-THROUGH FINANCING

Red Canyon Resources Ltd. has completed its previously announced non-brokered private placement, issuing 7,259,728 units of the company at a price of 22 cents per unit for gross proceeds of $1,597,140. Each unit consists of one common share and one-half of a share purchase warrant, with each whole warrant exercisable into one further common share at a price of 30 cents for a term of 24 months.

The offering was fully subscribed due in part to the continued support received from existing shareholders, including Crescat Capital LLC and Plethora Private Equity as well as from new high-net-worth investors.

Wendell Zerb, chairman and chief executive officer of Red Canyon Resources, commented: "I would like to thank existing shareholders, including Crescat and Plethora, for their continued support through participation in the offering and welcome strong support from new private investors. With the financing now closed, and additional flow-through capital committed, the company is in an excellent position to continue our copper exploration programs in the Western USA and British Columbia, testing our portfolio of 100-per-cent-owned copper and copper-gold projects.

The proceeds from the offering will be used for exploration activities at the company's Western United States and British Columbia projects and for general working capital.

Insiders of the company purchased a total of 275,000 units. The participation by insiders 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 upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the offering on the basis that the fair market value of the participation by related parties in the offering is less than 25 per cent of the company's current market capitalization.

Cash finders' fees of $29,370 and 133,500 finder's warrants exercisable at 30 cents per common share for a 24-month term were paid on a portion of the offering. All securities issued are restricted from trading until Oct. 5, 2024.

Charity flow-through financing

The company has received firm commitments to raise an additional, approximately $953,568 through a fully subscribed charity flow-through offer of approximately 2.58 million charity flow-through units of the company at an issue price of 36.96 cents per charity flow-through unit to institutional, professional and sophisticated investors.

Each charity flow-through unit consists of one flow-through common share of the company and one-half of one common share purchase warrant. Each warrant is exercisable into one common share of the company at a price of 30 cents for a 24-month term. Each flow-through share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The warrant shares issued on exercise of the warrants will not be flow-through shares for the purposes of the tax act.

The issue price represents a 54-per-cent premium to the last closing price of Red Canyon common shares on the Canadian Securities Exchange as of May 31, 2024.

The proceeds from the charity flow-through offering will be used to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the tax act related to the company's Kendal project and other projects in British Columbia on or before Dec. 31, 2025, and the company will renounce all the qualifying expenditures in favour of the subscribers of the charity flow-through shares effective Dec. 31, 2024. The flow-through critical mineral mining expenditures will be eligible for a federal 30-per-cent investment tax credit for any eligible individual investors and, for any individual investor who is resident or subject to tax in the province of British Columbia, the incurred exploration expenses will also be eligible for the 20-per-cent additional tax credit under the Income Tax Act (British Columbia).

The closing of the charity flow-through offering is subject to certain conditions, including, but not limited to, approval of the CSE and receipt of all required regulatory and other approvals.

All securities issued will be subject to a statutory hold period of four months and one day.

About Red Canyon Resources Ltd.

Red Canyon Resources is a geoscience-driven, discovery-focused mineral exploration company focused on exploring North America's top copper jurisdictions. The company's core goal is to make impactful copper discoveries to benefit all stakeholders and aid in the clean energy transition. Red Canyon has a portfolio of 100-per-cent-owned copper and copper-gold porphyry exploration projects. The company's technical team consists of experienced geoscientists with diverse capital market, small-cap and major mining company backgrounds, and a record of success.

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