Sego receives conditional OK to close financing tranche

Mr. J. Paul Stevenson reports SEGO RESOURCES COMPLETES $625,800 FINANCING Sego Resources Inc. has received conditional approval from the TSX Venture Exchange for closing the final tranche of the financing announced on July 8, 2025, Aug. 7, 2025, and Nov. 4, 2025. On closing of the final tranche, Sego will issue 7.2 million flow-through units at 2.5 cents per unit for gross proceeds of $180,000 and 11.99 million non-flow-through units at two cents per unit for gross proceeds of $239,800. All securities issued on closing of the final tranche are subject to the applicable statutory four-month-and-one-day hold period ending March 5, 2026. Each flow-through unit will consist of one flow-through common share and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase an additional common share at five cents for two years from the closing date. The company will use the gross proceeds from the issuance of flow-through common shares to incur Canadian exploration expenses that qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada). Each non-flow-through unit will consist of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase an additional common share at five cents for three years from the closing date. On Aug. 7, 2025, Sego completed the first tranche of the financing, in which it issued 10.3 million non-flow-through units for gross proceeds of $206,000. Total gross proceeds of the financing are $625,800. The proceeds of the financing will be used for exploration at the company's Miner Mountain project and for general working capital. Exploration expenditures in excess of the gross flow-through funds raised will be eligible for a B.C. mining exploration tax credit of 30 per cent. The exploration spending is expected to be in excess of $200,000. No funds will be paid for investor relations services. Finders' fees were payable on a portion of the private placement and consisted of 7 per cent in cash and 7 per cent in broker warrants, where applicable. Total finders' fees on the private placement were $15,750 in cash, 87,500 three-year broker warrants exercisable at five cents and 280,000 two-year broker warrants exercisable at five cents. The broker warrants will have a hold period of four months and one day expiring on March 5, 2026. No payments will be made to non-arm's-length parties. Insiders of the company subscribed for 5.44 million units with Paul McGroary, a director of the company, subscribing for 1.12 million units, and Elliot Strashin and Strashin Developments Ltd., a deemed insider of the company, subscribing for 4.32 million units. As a result, the private placement is a related-party transaction (as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)). The company relied upon Section 5.5(a) (Fair Market Value Not More Than $2.5-million), Section 5.5(c) (Distribution of Securities for Cash), and exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101. There is no material change about the company that has not been generally disclosed. We seek Safe Harbor.