Naughty Ventures arranges $200,000 private placement

Executive Summary

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

Key Details

• Financing Structure: Non-brokered, flow-through private placement of 2,000,000 units.
• Pricing & Gross Proceeds: $0.10 per unit for total gross proceeds of $200,000.
• Unit Composition: Each unit consists of one common share issued as a flow-through share (per Subsection 66(15) of the Income Tax Act) and one transferable common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one common share at $0.15 per share, exercisable for 36 months from issuance.
• Subscriber & Insider Status: Entire placement subscribed by Blair Naughty (CEO & President), constituting a related party transaction under Multilateral Instrument 61-101.
• Equity Impact: Naughty's existing ownership stake will increase from 20.93% to approximately 22.95% upon closing.
• Regulatory Framework: Company is relying on exemptions from minority shareholder approval and formal valuation requirements under MI 61-101, as neither the fair market value of shares nor the consideration exceeds 25% of the company's market capitalization.
• Use of Proceeds: To incur eligible Canadian exploration expenses on the company's Canadian mineral properties.
• Tax Renunciation: All qualifying expenditures will be renounced to the subscriber effective December 31, 2026.