Signature Resources Provides Update on Non-Brokered Private Placement and Closing of a Shares for Debt Transaction

Rhea-AI Summary

Signature Resources (OTCQB: SGGTF, TSXV: SGU) amended its previously announced non-brokered private placement, adding Charity Flow-Through Units and increasing the target from C$3,000,000 to C$3,700,000.

Unit pricing: Charity FT $0.077, FT $0.060, NFT $0.055; each unit includes one common share and one-half warrant (warrant exercise $0.10 for 12 months). Proceeds will fund exploration at the Lingman Lake Gold Project and working capital.

The company closed a shares-for-debt settlement of $350,000 via issuance of 6,363,636 NFT units at $0.055. Insiders are expected to acquire 6,250,000 FT units and 15,000,000 NFT units, constituting a related-party transaction under TSXV/MI 61-101.

Positive

• Offering increased to C$3,700,000 from C$3,000,000
• Proceeds allocated to Lingman Lake exploration and working capital
• Unit prices set at $0.077/$0.060/$0.055 with 12-month warrants at $0.10

Negative

• Shares-for-debt issued 6,363,636 NFT units to settle $350,000 indebtedness
• Insiders expected to acquire 21,250,000 units (related-party transaction)
• Warrants exercisable at $0.10 for 12 months may cause further dilution

Toronto, Ontario--(Newsfile Corp. - October 22, 2025) - Signature Resources Ltd. (TSXV: SGU) (OTCQB: SGGTF) (FSE: 3S30) ("Signature" or the "Company") is pleased to provide an update on its previously announced non-brokered private placement of up to C$3,000,000 (the "Offering") announced on September 25, 2025.

The Company has amended the Offering to include Charity Flow-Through Units ("Charity FT Units") in addition to the Flow-Through Units ("FT Units") and Non-Flow-Through Units ("NFT Units") originally disclosed. In response to strong investor demand, the Company has also increased the targeted Offering size to C$3,700,000. Proceeds of the Offering will be used for exploration activities on the Company's Lingman Lake Gold Project and for general working-capital purposes.

Each Charity FT Unit will be issued at $0.077 per unit, each FT Unit at $0.060 per unit, and each NFT Unit at $0.055 per unit. Each unit will consist of one common share of the Company ("Common Share") and one-half of one common-share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one additional Common Share (a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 12 months from the date of issuance.

The Common Shares and Warrants comprising the Charity FT Units and FT Units will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada). The Warrant Shares will not qualify as flow-through shares. All securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable securities laws and TSX Venture Exchange ("TSXV") policies.

Debt Settlement Transaction

The Company also announces that it has closed a shares-for-debt transaction (the "Debt Settlement") pursuant to which an aggregate of $350,000 of outstanding indebtedness was settled through the issuance of 6,363,636 Non-Flow-Through Units (the "NFT Units") of the Company at a deemed price of $0.055 per unit.

The indebtedness settled was owed to a non-arm's-length party in respect of a cash advance originally made to the Company on January 2, 2025, and subsequently amended on April 17, August 1, and September 24, 2025. A debt-settlement agreement was executed on October 15, 2025 to formalize repayment of the outstanding balance through the issuance of NFT units.

Each NFT Unit consists of one Common Share and one-half of one Warrant, with each whole Warrant entitling the holder to acquire one additional Common Share at a price of $0.10 per share for a period of 12 months from the date of issuance. All securities issued in the shares for debt transaction are subject to a statutory hold period ending February 23, 2025 and subject to final acceptance of the TSX Venture Exchange.

It is anticipated that, including the debt for unit transaction, insiders will acquire a total of 6,250,000 FT units and 15,000,000 NFT Units, constituting a "related party transaction" withing the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holdedrs in Special Transactions ("MI 61-101") adapted in the Policy.

About Signature Resources Ltd.

The Company is a Canadian based advanced stage exploration company focused on expanding the 100% Lingman Lake gold deposit, located within the prolific Red Lake district in Northwestern Ontario, Canada. The Lingman Lake gold property (the "Property") consists of 1,274 single-cell and 13 multi-cell staked claims, four freehold fully patented claims and 14 mineral rights patented claims totaling approximately 24,821 hectares. The Property includes what has historically been referred to as the Lingman Lake Gold Mine, an underground substructure consisting of a 126.5-metre shaft, and 3-levels at depths of 46-metres, 84-metres and 122-metres. There has been over 43,222 metres of drilling done on the Property and four 500-pound bulk samples that averaged 19 grams per tonne of gold. The Company's initial mineral resource estimate contain an indicated 95,200 ounces with an average grade of 1.38 g/t Au and and inferred 674,320 ounces at and average grade of 1.14 g/ Au at a cutoff grade of 0.30 g/t. The company is focused on rapidly expanding the known mineralized envelop with its 100% owned diamond drilling rigs. In November 2023, Wataynikaneyap Power energized a new 115kV high tension transmission line within 40 km of the historic Lingman Lake Mine (https://www.wataypower.ca/).

To find out more about Signature, visit www.signatureresources.ca or contact:

Dan Denbow
Chief Executive Officer
(800) 259-0150
info@signatureresources.ca

or contact :
Renmark Financial Communications Inc.
John Boidman: jboidman@renmarkfinancial.com
Tel: (416) 644-2020 or (212) 812-7680
www.renmarkfinancial.com

Cautionary Notes

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

This news release contains forward-looking statements which are not statements of historical fact. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions and risks associated with infectious diseases and global geopolitical events. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to changes in general economic and financial market conditions, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271491

FAQ

What change did Signature Resources (SGGTF) make to its private placement on October 22, 2025?

The company added Charity FT Units and increased the targeted offering size to C$3,700,000.

How are Signature Resources' units priced in the amended offering (SGGTF)?

Charity FT Units are $0.077, FT Units $0.060, and NFT Units $0.055, each with one-half warrant.

What are the warrant terms for units issued by Signature Resources (SGGTF)?

Each whole warrant allows purchase of one share at $0.10 per share for 12 months from issuance.

How much debt did Signature Resources settle with shares and how many units were issued?

The company settled $350,000 of debt by issuing 6,363,636 NFT units at a deemed price of $0.055 per unit.

What related-party holdings are disclosed for Signature Resources (SGGTF)?

Insiders are anticipated to acquire 6,250,000 FT units and 15,000,000 NFT units, constituting a related-party transaction under TSXV policy and MI 61-101.