Cleghorn Minerals Announces Closing of $524,400 Private Placement Financing

Rhea-AI Summary

Cleghorn Minerals (TSXV:CZZ) closed a non-brokered private placement on July 17, 2026, raising gross proceeds of $524,400 through the issuance of 8,740,000 Units at $0.06 per Unit. Each Unit includes one common share and one non-transferable warrant exercisable at $0.10 until July 17, 2029.

The Offering was oversubscribed by 2,073,333 Units, adding $124,399.98 to the previously announced amount. Two insiders subscribed for $149,500.02, relying on Multilateral Instrument 61-101 exemptions. No finder's fees were paid. All securities are subject to a hold period until November 18, 2026. Proceeds will be used for general corporate purposes.

Positive

• Completed equity financing raising $524,400 in gross proceeds
• Issued 8,740,000 Units at $0.06 with long-dated warrants
• Offering oversubscribed by 2,073,333 Units adding $124,399.98
• Insider participation contributed $149,500.02 in cash
• No finder's fees paid, preserving full $524,400 for the company

Negative

• Equity issuance of 8,740,000 new Units creates shareholder dilution
• New warrants exercisable at $0.10 until 2029 add potential future dilution
• All securities locked up until November 18, 2026, limiting immediate liquidity

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Val-d'Or, Québec--(Newsfile Corp. - July 20, 2026) - Cleghorn Minerals Ltd. (TSXV: CZZ) ("Cleghorn" or the "Company") is pleased to announce that, further to its news releases of June 4 and June 25, 2026, it completed on July 17, 2026, a non-brokered private placement offering (the "Offering") for gross proceeds of $524,400.

Cleghorn issued 8,740,000 Units under the Offering at a per Unit price of $0.06, each Unit comprised of one common share in the capital of the Company and one non-transferable common share purchase warrant (a "Warrant"), each warrant entitling the holder to purchase one common share of the Company at a per share price of $0.10 until July 17, 2029.

The Offering was oversubscribed by 2,073,333 Units for additional gross proceeds of $124,399.98 from the amount previously announced by the Company on June 4, 2026.

Two insiders participated in the private placement offering for aggregate cash consideration to Cleghorn of $149,500.02, which constitutes a Related Party Transaction under TSX Venture Exchange Policy 5.9. Cleghorn availed itself of the exemptions contained in section 5.5(c) of Multilateral Instrument 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of Multilateral Instrument 61-101 for an exemption from the minority shareholder approval requirement of Multilateral Instrument 61-101, as the fair market value of the securities distributed in the transaction, and the consideration received by the Company for those securities, insofar as the transaction involved interested parties did not exceed $2,500,000.

The gross proceeds raised from the Offering will be used by Cleghorn for general corporate purposes. No finder's fees were paid in connection with the Offering.

All securities issued under the Offering, including common shares underlying the Warrants, are subject to a hold period until November 18, 2026, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

About Cleghorn Minerals Ltd.

Cleghorn is a junior mineral exploration company with a 100% interest in the Meech Lake - Matachewan Prospect, a property located in northeastern Ontario, subject to an aggregate 3.5% NSR.

For additional information, please contact:

Glenn J. Mullan, President, Chief Executive Officer and Director
Telephone: (819) 824-2808 - Head Office
(514) 835-8384 - Cell

Forward-Looking Statements:

This news release contains certain statements that may be deemed "forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or realities may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
OR TO U.S. NEWS AGENCIES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305529

FAQ

What did Cleghorn Minerals (CLGMF) announce about its July 2026 private placement financing?

Cleghorn Minerals completed a non-brokered private placement raising $524,400 on July 17, 2026. According to Cleghorn, it issued 8,740,000 Units at $0.06 per Unit, each with one share and a warrant at $0.10 expiring July 17, 2029.

How many shares and warrants were issued in Cleghorn Minerals (CLGMF) July 2026 financing?

Cleghorn Minerals issued 8,740,000 Units, each containing one common share and one warrant. According to Cleghorn, each warrant entitles the holder to buy one share at $0.10 until July 17, 2029, creating matching potential future shares.

Was the Cleghorn Minerals (CLGMF) July 2026 private placement oversubscribed?

Yes, the Cleghorn Minerals private placement was oversubscribed by 2,073,333 Units. According to Cleghorn, this oversubscription generated additional gross proceeds of $124,399.98 above the amount previously announced on June 4, 2026, increasing total financing to $524,400.

Did insiders participate in the Cleghorn Minerals (CLGMF) July 2026 private placement?

Insiders participated for aggregate cash consideration of $149,500.02 in the financing. According to Cleghorn, this insider involvement constitutes a related party transaction under TSX Venture rules, relying on Multilateral Instrument 61-101 exemptions due to the transaction’s size below $2,500,000.

What are the terms and hold period for securities issued in Cleghorn Minerals (CLGMF) July 2026 financing?

Each Unit has one share and a warrant at $0.10 exercisable until July 17, 2029. According to Cleghorn, all securities, including warrant shares, are subject to a statutory hold period until November 18, 2026, under applicable securities laws and TSX Venture policies.

How will Cleghorn Minerals (CLGMF) use the $524,400 raised in July 2026?

Cleghorn Minerals plans to use the gross proceeds for general corporate purposes. According to Cleghorn, the entire $524,400 is available to the company because no finder's fees were paid in connection with the non-brokered private placement financing.