Sego Closes Tranche 1 of $925,600 Non-Brokered Placement

Executive Summary

• Sego Resources Inc. closed Tranche 1 of its non‑brokered private placement, issuing 7,076,665 shares for $424,600; the overall offering comprised 15,426,665 units at $0.06 per unit for gross proceeds of $925,600.
• Each unit includes one common share and one warrant to purchase an additional share at $0.10 exercisable for three years, with acceleration and hold‑period provisions.
• Proceeds are earmarked for general working capital and exploration of the Miner Mountain Project; the company expects all funds are now on hand.

Key Details

• Offering Size & Pricing – 15,426,665 units at $0.06 per unit → gross proceeds $925,600.
• Tranche 1 Close – Issued 7,076,665 shares for $424,600; remaining $501,000 held back pending due‑diligence receipt and TSX‑V approval.
• Unit Composition – 1 common share + 1 common share purchase warrant per unit.
• Warrant Terms – Exercise price $0.10; exercisable for three years from closing; acceleration clause triggers if TSX‑V price > $0.18 for ten consecutive business days, at which point expiry notice may be given (expiry 30 days after notice).
• Hold Period – All securities subject to a four‑month‑and‑one‑day hold period; expires July 17 2026.
• Related‑Party Participation – Insider (Strashin Developments Ltd.) purchased 500,000 units; transaction relied on MI 61‑101 exemptions as it did not exceed 25 % of market cap.
• Warrant Exercise Activity – Of 5,000,000 warrants that expired March 15 2026, 4,650,000 were exercised, generating $232,500 in cash.
• Use of Proceeds – Funds to be used for general working capital and exploration of the Miner Mountain Project; possible re‑allocation for sound business reasons.
• Regulatory Notes – No U.S. securities registration; placement subject to TSX‑V approval; no finder’s fees payable.

Notable Quotes

• “The Company fully expects to spend the funds for general working capital and exploration of the Miner Mountain Project; there may be circumstances, for sound business reasons, where a re‑allocation of funds may be necessary.” – J. Paul Stevenson, CEO & Director.