Naughty closes $200,000 FT private placement

Executive Summary

• Naughty Ventures Corp. closed a non-brokered flow-through private placement, issuing 2 million units at $0.10 per unit for $200,000 in gross proceeds.
• CEO & President Blair Naughty subscribed for the entire placement, increasing his ownership stake from 20.93% to approximately 22.95%.
• Proceeds will fund eligible Canadian exploration expenses on the company's mineral properties, with all qualifying expenditures renounced to the subscriber effective December 31, 2026.

Key Details

• Structure: Non-brokered flow-through private placement
• Units Issued: 2,000,000 flow-through units
• Price: $0.10 per unit
• Gross Proceeds: $200,000
• Warrant Terms: Each unit includes one transferable common share purchase warrant; exercisable at $0.15 per share for 36 months from issuance
• Hold Period: All securities subject to statutory hold period until May 30, 2026
• Insider Participation: CEO & President Blair Naughty subscribed for the entire private placement
• Ownership Impact: Naughty's equity stake increased from 20.93% to approximately 22.95%
• Regulatory Classification: Related-party transaction under Multilateral Instrument 61-101; exemptions from minority shareholder approval and formal valuation relied upon as consideration does not exceed 25% of market capitalization
• Use of Proceeds: Incur eligible Canadian exploration expenses on the company's Canadian mineral properties
• Tax/Renunciation: All qualifying expenditures renounced to the subscriber, effective December 31, 2026