Irving Resources Announces Closing of First Tranche of Non-Brokered Private Placement

Rhea-AI Summary

Irving Resources (OTCQX:IRVRF) closed the first tranche of a non-brokered private placement on February 12, 2026, raising $2,150,000 through the issuance of 8,600,000 units at $0.25 per unit. Each unit includes one common share and one-half warrant.

Each warrant (one whole warrant per two units) is exercisable at $0.35 for three years. Two directors, including the CEO, subscribed for 1,600,000 units for $400,000. Finders' fees of $9,600 were paid. Securities issued in Tranche 1 are subject to a hold period expiring June 12, 2026. A second tranche is expected before month-end.

Positive

• Raised $2,150,000 via Tranche 1 issuance
• Insider participation: directors subscribed 1,600,000 units for $400,000
• Warrants exercisable at $0.35 for three years could provide future capital

Negative

• Issued 8,600,000 units, creating immediate dilution for existing shareholders
• Additional tranche expected before month-end, implying further potential dilution
• Paid $9,600 in finders' fees, increasing offering costs

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / February 12, 2026 / Irving Resources Inc. (CSE:IRV)(OTCQX:IRVRF)(FSE:1IR) ("Irving" or the "Company") is pleased to announce the closing of the first tranche (the "Tranche 1") of its non-brokered private placement (the "Private Placement") announced in the Company's news releases of January 22 and 26, 2026. The Company raised gross proceeds of $2,150,000 in Tranche 1 through the issuance of 8,600,000 units (each, a "Unit") at a price of $0.25 per Unit. Each Unit consisted of one common share of the Company (each, a "Share") and one-half of one transferrable Share purchase warrant (each whole Share purchase warrant, a "Warrant"), with each Warrant entitling the holder to purchase one Share for a period of three years from the date of issuance at a price of $0.35 per Share.

Two directors of the Company (including the president and chief executive officer) subscribed for a total of 1,600,000 Units under Tranche 1 for gross proceeds of $400,000. Finders' fees totalling $9,600 were paid in connection with Tranche 1. All securities issued by the Company in Tranche 1 are subject to a hold period expiring on June 12, 2026.

The remainder of the Private Placement is expected to close in a second tranche before the end of this month.

About Irving
Irving is a junior exploration company with a focus on gold in Japan. Irving resulted from completion of a plan of arrangement involving Irving, Gold Canyon Resources Inc. and First Mining Finance Corp. Additional information can be found on the Company's website: www.IRVresources.com.

Akiko Levinson,
President, CEO & Director

For further information, please contact:

Tel: (604) 682-3234 Toll free: 1 (888) 242-3234 Fax: (604) 971-0209
info@IRVresources.com

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to any "U.S Person" (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information
Some statements in this news release may contain forward-looking information within the meaning of Canadian securities legislation including, without limitation, the statement that the remainder of the Private Placement is expected to close before the end of February 2026. Forward-looking statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, general market conditions and investor sentiment towards the Company. Any forward-looking information contained herein reflects the Company's current beliefs and is based on information currently available to the Company and on ‎assumptions it believes are reasonable. Except as required by law, the Company does not assume any obligation to update any forward-looking information in the event that the Company's beliefs or assumptions or other factors should change.

THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE

SOURCE: Irving Resources Inc

View the original press release on ACCESS Newswire

FAQ

What did Irving Resources (IRVRF) raise in the Tranche 1 private placement on February 12, 2026?

It raised gross proceeds of $2,150,000 through the issuance of 8,600,000 units at $0.25 per unit. According to the company, each Unit included one common share and one-half warrant, with the warrants exercisable at $0.35 for three years and a hold until June 12, 2026.

How many units did Irving Resources directors subscribe for in Tranche 1 (IRVRF)?

Two directors subscribed for a total of 1,600,000 units, representing $400,000 of the offering. According to the company, that insider participation included the president and CEO and signals management buy-in while contributing to the Tranche 1 proceeds.

What are the warrant terms attached to the units in Irving Resources' (IRVRF) Tranche 1?

Each whole warrant allows purchase of one share at $0.35 and expires three years from issuance. According to the company, each Unit included one-half warrant, so two Units equal one whole warrant exercisable for three years from issuance.

When do securities from Irving Resources' (IRVRF) Tranche 1 become tradable?

Securities issued in Tranche 1 are subject to a hold period expiring on June 12, 2026. According to the company, the hold period restricts resale until that date, after which the issued shares and warrants may be traded or exercised per normal exchange rules.

Will Irving Resources (IRVRF) complete additional tranches of the private placement and when?

The company expects to close the remainder of the private placement in a second tranche before the end of February 2026. According to the company, Tranche 2 is anticipated to complete this month, which may raise additional capital and further dilute shares.