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VANCOUVER, British Columbia, Sept. 03, 2026 (GLOBE NEWSWIRE) -- Precore Gold Corp. (CSE: PRCG) (the "Company" or "Precore Gold") is pleased to announce the closing of its fully allocated and oversubscribed non-brokered private placement (the "Offering") for an aggregate of 30,000,000 units ("Units") of the Company at a price of C$0.20 per Unit for gross proceeds of C$6,000,000. See news release of Precore Gold dated August 20, 2026 and entitled "Precore Gold Announces Up to C$6 Million Private Placement".
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 caliber 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 underway 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 81m @ ~3g/t gold. We are excited to see a systematic drill-out 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 (each, a "Common Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of C$0.28 until September 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 C$0.70 per Common Share. The Warrants are governed by the terms of a warrant indenture dated September 3, 2026 between the Company and Endeavor Trust Corporation, as warrant agent.
The proceeds from the Offering are expected to be used to fund 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% of the issued and outstanding Common Shares to permit dilution in excess of 100% on a non-diluted basis after giving effect to the issuance of the Units and the exercise of the Warrants.
Argonaut Securities Pty Limited, which is part of Argonaut Limited ("Argonaut"), and its clients participated as cornerstone investors in the Offering for an aggregate of C$4,000,000. In connection with the Offering, the Company paid Argonaut (i) a cash fee equal to 6% of the gross proceeds received from subscribers sourced by Argonaut (being C$240,000), and (ii) 1,200,000 common share purchase warrants equal to 6% of the number of Common Shares issued in connection with the subscribers sourced by Argonaut (each such warrant, a "Finder Warrant"), with each Finder Warrant entitling the holder thereof to purchase one Common Share at an exercise price of C$0.28 per share for a period of 24 months following the Closing, expiring September 3, 2028. The Company also paid finder's fees of C$63,000 in connection with subscribers not sourced by Argonaut.
Argonaut Corporate Finance Limited, an affiliate of Argonaut, acted as financial advisor 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 C$5,000 for an initial term of 12 months; and (ii) 1,500,000 options of the Company (the "Advisory Options"), with each Advisory Option entitling Argonaut to acquire one Common Share at an exercise price of C$0.28 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 January 4, 2027, in accordance with applicable Canadian securities legislation.
Certain directors and officers of the Company (collectively, the "Participating Insiders") subscribed for an aggregate of 670,000 Units for aggregate gross proceeds of C$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 ("MI 61-101"). 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% 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% of the Company's market capitalization.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Argonaut
Argonaut has raised approximately A$3.6 billion in natural resources financing in the last twelve 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, Quebec. 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.
For shareholder inquiries, please contact:
Paul A. Dumas, Executive Chairman
Email: investor@precoregold.com
Tel: 514-994-1069
www.precoregold.com
Forward Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "potential", "feasibility", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This news release contains forward-looking information pertaining to, among other things: the anticipated use of proceeds of the Offering; the ability of the Company to advance its exploration programs and assets; the ability of the Company to create value for its shareholders; and the advancement of the Arikepay property and the Lac Big-Rush property.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about: the ability of exploration results, including drilling, to accurately predict mineralization; errors in geological modelling; insufficient data; equity and debt capital markets; future prices of gold; the timing and results of exploration and drilling programs; the accuracy of mineral resource estimates; production costs; political and regulatory stability; the receipt of governmental and third party approvals; licenses and permits being received on favourable terms; sustained labour stability; stability in financial and capital markets; availability of mining equipment and positive relations with local communities and groups. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information are set out in the Company's public disclosure record on SEDAR+ (www.sedarplus.ca) under Precore Gold's issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
