Sego Closes Final Tranche of $925,600 Non-Brokered Placement

Rhea-AI Summary

Sego Resources (OTC: SGOZF) closed Tranche 2, the final tranche, of its non-brokered private placement, issuing 8,350,000 shares as part of a 15,426,665-unit offering at $0.06 per unit for gross proceeds of $925,600. Each unit includes one share and one warrant at $0.10 exercisable for three years with a four-month-and-one-day acceleration clause. Insider FruchtExpress Grabher GMB & Co KG subscribed for 8,350,000 units. Securities are subject to a hold until July 27, 2026. Funds are expected to be used for working capital and exploration at Miner Mountain Project.

Positive

• Gross proceeds of $925,600 raised
• Issued 15,426,665 units at $0.06 per unit
• Insider subscribed 8,350,000 units, demonstrating insider participation
• Proceeds earmarked for Miner Mountain Project exploration and working capital

Negative

• Share issuance of 15,426,665 shares may dilute existing holders
• Insider purchased 8,350,000 units, a related-party transaction
• Securities subject to hold until July 27, 2026, restricting liquidity

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Vancouver, British Columbia--(Newsfile Corp. - March 26, 2026) - Sego Resources Inc. (TSXV: SGZ) ("Sego" or "the Company"), has closed Tranche 2, the final tranche, of its non-brokered private placement announced in News Releases February 5, 2026 and February 10, 2026, issuing 8,350,000 shares for a total of $501,000. The closing of the placement is subject to receipt of approval of the TSX-V.

Private Placement

The offering consisted of 15,426,665 units at $0.06 per unit for gross proceeds of $925,600. This final tranche brings the placement to a close.

Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at $0.10 for three years from the closing of the private placement. The warrants will contain an acceleration clause that will be in place 4 months and one day after the units are issued. If at any time after the date that is four months and one day after the closing date the closing trading price of the Common Shares on the TSX Venture Exchange is greater than Canadian $0.18 per Common Share for a period of ten (10) consecutive Business Days, then the Company may give notice thereof and, in such case, the Expiry Time shall be 5:00 p.m. (Vancouver time) on the 30th day after the date on which such notice is deemed to have been given by the Company to the Holder.

There will be no Finder's Fees paid on the placement.

MI 61-101 Disclosure

An insider of the Company, insider by right of holding >10% of the issued and outstanding shares of the company, participated in the Offering for a total of 8,350,000 Units by FruchtExpress Grabher GMB &Co KG. 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 July 27, 2026.

The Company fully expects to spend the funds for general working capital and exploration of the Miner Mountain Project; there may be circumstances, for sound business reasons, where a re-allocation of funds may be necessary.

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

Drill hole planning is proceeding and a team is preparing to go to the project to locate drill holes.

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

For further information please contact:
J. Paul Stevenson, CEO, 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/290003

FAQ

How many shares did SGOZF issue in the March 26, 2026 private placement?

SGOZF issued 15,426,665 units, each unit including one share. According to the company, the offering priced units at $0.06, resulting in the issuance of 15,426,665 common shares tied to the placement.

What was the total amount raised by SGOZF in the March 26, 2026 financing?

The placement raised $925,600 gross from the unit sale. According to the company, proceeds come from 15,426,665 units at $0.06 per unit and will be used for working capital and Miner Mountain exploration.

What are the warrant terms included in SGOZF's private placement?

Each unit included a warrant exercisable at $0.10 for three years. According to the company, warrants include an acceleration clause four months and one day after issuance if the share price exceeds $0.18 for ten consecutive business days.

Did any insiders participate in SGOZF's March 2026 placement and how much did they buy?

Yes. An insider, FruchtExpress Grabher GMB & Co KG, subscribed for 8,350,000 units. According to the company, this related-party participation represented a portion of the offering and relied on MI 61-101 exemptions.

When do the hold periods on SGOZF securities from the placement expire?

Securities issued are subject to a four-month-and-one-day hold, expiring on July 27, 2026. According to the company, the hold period applies to all securities sold under the offering and limits resale until that date.