Argyle Announces up to C$1,000,000 Life Offering

Rhea-AI Summary

Argyle Resources (OTCQB: ARLYF) announced a Life Exemption offering of a minimum 2,500,000 Units at C$0.20 per Unit to raise at least C$500,000 and up to 5,000,000 Units for aggregate gross proceeds up to C$1,000,000.

Each Unit comprises one common share plus one warrant exercisable at C$0.27 for 24 months. Closing is targeted on or about October 22, 2025 and is subject to customary approvals including the Canadian Securities Exchange. Units will be offered under the LIFE Exemption in Canada (except Québec) and will not be registered in the United States.

Net proceeds are planned for legal and accounting, marketing, mineral exploration, and general working capital; an Offering Document is available on SEDAR+ and the company website.

Positive

• Potential gross proceeds up to C$1,000,000
• Minimum raise condition of C$500,000 to close
• Proceeds earmarked for exploration, marketing, legal, working capital
• Units issued under LIFE Exemption without resale restrictions

Negative

• Up to 5,000,000 new shares may be issued (dilution risk)
• Up to 5,000,000 warrants exercisable at C$0.27 for 24 months
• Closing conditional on approvals and minimum C$500,000 raise
• Securities not registered in the United States; US sales prohibited

Calgary, Alberta--(Newsfile Corp. - October 14, 2025) - Argyle Resources Corp. (CSE: ARGL) (OTCQB: ARLYF) (FSE: ME0) ("Argyle" or the "Company") is pleased to announce that it intends to complete an offering consisting of a minimum of 2,500,000 units of the Company ("Units") at a price of C$0.20 per Unit, to raise minimum gross proceeds of C$500,000 and up to a maximum of 5,000,000 Units for aggregate gross proceeds up to C$1,000,000 (the "Offering"). Each Unit will be comprised of one common share in the authorized share structure of the Company (a "Share") plus one Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Share at an exercise price of C$0.27 for 24 months following the completion of the Offering. Closing of the Offering is also subject to the condition that the Company raise a minimum of C$500,000 through the Offering.

The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption ("LIFE Exemption") under Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions, in all the provinces of Canada, except Québec. The Units offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

There is an offering document ("Offering Document") related to the Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.argyleresourcescorp.com. Prospective investors should read this offering document before making an investment decision.

The Company plans to use the net proceeds from the Offering for legal and accounting expenses, marketing and advertising, mineral property exploration activities and expenditures, general working capital purposes and as otherwise described in the Offering Document. The Offering is scheduled to close on or about October 22, 2025, and is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Argyle Resources Corp.

Argyle Resources Corp. is a junior mineral exploration company engaged in the business of acquiring, exploring, staking and evaluating natural resource properties in North America. The Company owns a 100% interest in the Pilgrim Islands, Matapédia, Lac Comporté and Saint Gabriel quartzite silica projects in Québec, Canada. The Company also has an option to acquire 100% of the following properties: the Clay Howells Rare Earth Element Project in northern Ontario, Canada and the Frenchvale Graphite Property located in Nova Scotia, Canada. Argyle is engaged in a research partnership with the National Institute of Scientific Research (INRS), a high-level research and training institute funded by the Québec government to conduct exploration programs on the Company's silica projects.

The Company was incorporated in 2023 and its head office is located in Calgary, Alberta, Canada.

For all other inquiries:
Email: info@argylresourcescorp.com
Phone: (825) 724-0033
Website: www.argyleresourcescorp.com

Forward-Looking Statements

This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this news release such as statements regarding the receipt of regulatory approval or statements with respect to: future financial or operating performance of the Company, including the Company's intended uses of its available funds; and the potential exercise of the option granted to the Company under the option agreements for the Clay Howells Rare Earth Element Project and the Frenchvale Graphite Property are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include but are not limited to the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company.

Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development and results of the Company's business include, among other things, that the Offering may not be completed as contemplated, or at all; that any proceeds raised from the Offering may not be utilized as currently intended; that mineral exploration is inherently uncertain and may be unsuccessful in achieving the desired results; that mineral exploration plans may change and be re-defined based on a number of factors, many of which are outside of the Company's control; the Company's ability to access sources of debt and equity capital; competitive factors, pricing pressures and supply and demand in the Company's industry. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release. Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270301

FAQ

What is Argyle's LIFE offering size and price for ARLYF on October 14, 2025?

Argyle announced a LIFE offering of 2,500,000 to 5,000,000 Units at C$0.20 per Unit, raising C$500,000–C$1,000,000.

What does each Unit include in Argyle's offering (ARLYF)?

Each Unit includes one common share and one warrant exercisable at C$0.27 for 24 months.

When is the expected closing date for Argyle's offering (ARLYF)?

The Offering is scheduled to close on or about October 22, 2025, subject to conditions and approvals.

How will Argyle (ARLYF) use the net proceeds from the offering?

Net proceeds are planned for legal and accounting expenses, marketing, mineral exploration, and general working capital.

Are the Units in Argyle's offering (ARLYF) available to U.S. investors?

No; the securities are not registered under the U.S. Securities Act and may not be offered or sold in the United States.

Will Units issued by Argyle (ARLYF) be subject to resale restrictions?

Units offered under the LIFE Exemption will not be subject to resale restrictions under applicable Canadian securities laws.