Sego Closes $1,060,000 Non-Brokered Flow Through Financing

Sego (OTCQB: SGOZF) closed a non-brokered critical minerals flow through financing, issuing 21,200,000 shares at $0.05 for gross proceeds of $1,060,000.

Rhea-AI Summary

Sego (OTCQB: SGOZF) closed a non-brokered critical minerals flow through financing, issuing 21,200,000 shares at $0.05 for gross proceeds of $1,060,000. The financing was oversubscribed and remains subject to TSX-V approval.

Proceeds will fund exploration at the Miner Mountain project and eligible Canadian flow-through critical mineral expenditures in British Columbia. All securities carry a hold period until October 6, 2026.

Positive

• Raised $1,060,000 through non-brokered flow through financing
• Oversubscribed placement indicates strong investor demand
• 21,200,000 shares issued at a fixed $0.05 price
• Proceeds allocated to exploration at Miner Mountain project
• Insiders subscribed for 3,000,000 shares under MI 61-101 exemptions

Negative

• Issuance of 21,200,000 new shares increases share count and dilution
• Finder's fees of $52,500 plus 1,050,000 warrants at $0.05
• Financing closing remains subject to TSX-V approval
• All securities restricted by four-month-and-one-day hold period

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Vancouver, British Columbia--(Newsfile Corp. - June 5, 2026) - Sego Resources Inc. (TSXV: SGZ) ("Sego" or "the Company"), has closed its non-brokered critical minerals flow through financing announced May 29, 2026, by issuing 21,200,000 common shares at $0.05 per share for gross proceeds of $1,060,000. The financing was oversubscribed due to investor demand. The closing of the placement is subject to receipt of approval of the TSX-V.

Private Placement

The offering consisted of 21,200,000 shares at $0.05 per share for gross proceeds of $1,060,000. There were no warrants attached to the private placement.

Finder's fees paid on the placement consisted of $52,500 and 1,050,000 share purchase warrants. The non-transferable share purchase warrants are exercisable at $0.05 for one year.

MI 61-101 Disclosure

MI 61-101 Disclosure

Elliot Strashin, an insider of the Company by right of holding >10% of the issued and outstanding shares of the Company, participated in the private placement for 2,000,000 common shares. A director of the Company, J Paul Stevenson, participated for 1,000,000 common shares. The participation by such insiders is considered a "related-party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

All of the securities sold pursuant to the offering will be subject to a four-month-and-one-day hold period from the date of closing. The hold period will expire on October 6, 2026.

Proceeds of the private placement will be spent on exploration of the Company's Miner Mountain project. The gross proceeds received by the Company from the sale of the FT Units will be used to incur "Canadian exploration expenses" that are "flow-through critical mineral mining expenditures" (as such terms are defined in the Income Tax Act (Canada)) on the Company's properties located in British Columbia.

None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act").

There is no material change about the issuer that has not been generally disclosed.

For further information please contact:
J. Paul Stevenson, CEO, and Director

(604) 682-2933 email: ceo@segoresources.com

About the Project

Sego is 100% owner of the Miner Mountain Project, an alkalic copper-gold porphyry and gold exploration project located near Princeton, British Columbia. The property is 2,056 hectares in size and is 15 km north of the Copper Mountain Mine operated by Hudbay Minerals Inc. Sego has a Memorandum of Understanding with the Upper Similkameen Indian Band on whose Traditional Territory the Miner Mountain Project is situated. Sego has received an Award of Excellence for its reclamation work on the Miner Mountain Project.

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 release. No regulatory authority has approved or disapproved the information contained in this news release.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statement of historical facts that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects re forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, statements are not guarantees of future performance and actual results or developments may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300356

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Sego (OTCQB: SGOZF) close on June 5, 2026?

Sego closed a non-brokered critical minerals flow through financing raising $1,060,000. According to Sego, it issued 21,200,000 common shares at $0.05 per share, with the offering reported as oversubscribed due to investor demand.

How many shares did Sego (SGOZF) issue and at what price in the 2026 flow through placement?

Sego issued 21,200,000 common shares at $0.05 per share in the placement. According to Sego, this generated gross proceeds of $1,060,000 and did not include investor warrants attached to the private placement units.

How will Sego use the $1,060,000 raised in its June 2026 financing?

Sego plans to use proceeds for exploration at its Miner Mountain project. According to Sego, the gross proceeds will fund Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures on its British Columbia properties under the Income Tax Act (Canada).

What are the terms of the finder’s fees and warrants in Sego’s 2026 private placement?

Finder’s compensation includes $52,500 cash and 1,050,000 non-transferable warrants. According to Sego, each warrant is exercisable at $0.05 for one year, providing additional potential dilution if exercised within the stated exercise period.

When does the hold period expire for Sego (SGOZF) securities from the June 2026 offering?

All securities issued carry a four-month-and-one-day hold period from closing. According to Sego, the statutory hold period for these private placement securities will expire on October 6, 2026, limiting near-term secondary market liquidity for participating investors.

Did insiders participate in Sego’s June 2026 flow through financing and under what MI 61-101 conditions?

Yes, insiders subscribed for 3,000,000 shares in total. According to Sego, Elliot Strashin bought 2,000,000 shares and director J Paul Stevenson 1,000,000, with MI 61-101 valuation and minority approval exemptions applied as the transaction was below 25% of market capitalization.

Is Sego’s June 2026 private placement subject to TSX-V approval?

The closing of the placement is subject to TSX-V exchange approval. According to Sego, completion of the non-brokered flow through financing remains conditional on receiving the required TSX-V consent for the share issuance and related finder’s compensation.