Unigold Announces Closing of Non-Brokered Private Placement of $1,470,060

Rhea-AI Summary

Unigold (OTC: UGDIF) closed a non-brokered private placement on February 25, 2026 of 8,167,000 units at $0.18 per unit for gross proceeds of $1,470,060. Each unit includes one common share and one-half warrant exercisable at $0.22 for two years.

The company said proceeds will fund continued exploration and development at the Neita Sur Concession in the Dominican Republic and general working capital. Insiders subscribed for 7,000,000 units; securities carry a four-month hold and the Offering is subject to final TSX Venture Exchange acceptance. The company will file related MI 61-101 disclosures.

Positive

• Raised $1,470,060 through the private placement
• Proceeds allocated to exploration at the Neita Sur Concession
• No finders' fees paid in connection with the Offering

Negative

• Insiders purchased 7,000,000 of the 8,167,000 units issued
• Material change report was not filed more than 21 days before closing
• Company relied on MI 61-101 exemptions for valuation and shareholder approval

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Toronto, Ontario--(Newsfile Corp. - February 25, 2026) - Unigold Inc. (TSXV: UGD) (FSE: UGB1) ("Unigold" or the "Company") is pleased to announce that it has closed a non-brokered private placement of 8,167,000 units of the Company (a "Unit") at a price of $0.18 per Unit for gross proceeds of $1,470,060 (the "Offering"). Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.22 for two (2) years following the date of issue.

No finders were paid in connection with this closing of the Offering. The proceeds from the Offering will be used to fund the Company's continued exploration and development on its Neita Sur Concession in the Dominican Republic, and for general working capital purposes. All securities issued under the Offering are subject to a four-month hold period. The Offering is subject to final acceptance of the TSX Venture Exchange.

The following "insiders" of the Company subscribed for Units under the Offering:

Insider	Insider Relationship	Units Purchased
Andrés Marranzini	Director of Issuer	3,111,100
Juana Barcelo	Director of Issuer	3,888,900
	Total:	7,000,000

 

Each subscription by an "insider" is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR under the Company's issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

For further information please visit www.unigoldinc.com or contact:

Mr. Joseph Hamilton
Chairman & CEO
jhamilton@unigoldinc.com
T. (416) 866-8157

About Unigold Inc. - Discovering Gold in the Caribbean

Unigold is a Canadian based mineral exploration company traded on the TSX Venture Exchange under the symbol UGD and on the Frankfurt Stock Exchange under the symbol UGB1. The multi-million ounce Candelones gold deposits are within the 100% owned "Neita Sur" concession located in Dajabón province, in the northwest part of the Dominican Republic. This 9,990 Ha concession has moved smoothly through various permitting stages and now awaits the granting of an Exploitation Concession. The application rests with the President's office for final approval. The Company delivered a feasibility study for the oxide portion of the Candelones deposit in Q4 of 2022. The 10,902 Ha "Neita Norte" Exploration Concession was awarded to the Company in Q2 2023. In early 2024 Unigold completed an earn-in agreement with Barrick Gold which allows Barrick to earn up to a 60% interest in the Neita Norte concession by spending a minimum of $12 million over an eight year period and delivering a Pre-feasibility Study on an identified deposit. Barrick can earn a further 20% in the Neita Norte concession by electing to sole-fund a feasibility study within the following 4 years. The two concessions together form the largest single exposure of the volcanic rocks of the Cretaceous Tireo Formation. This island arc terrain is host to Volcanogenic Massive Sulphide deposits, Intermediate and High Sulphidation Epithermal Systems and Copper-gold porphyry systems. Unigold has identified over 20 areas within the concession areas that host surface expressions of gold systems. Unigold has been concentrating on the multimillion ounce Candelones mineralization and is moving to bring these deposits into production. Unigold has been active in the Dominican Republic since 2002 and continues to receive strong support from the local communities for its exploration and development activities.

Forward-looking Statements

Certain statements contained in this document, including statements regarding events and financial trends that may affect our future operating results, financial position and cash flows, may constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on our assumptions and estimates and are subject to risk and uncertainties. You can identify these forward-looking statements by the use of words like "strategy", "expects", "plans", "believes", "will", "estimates", "intends", "projects", "goals", "targets", and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. We wish to caution you that such statements contained are just predictions or opinions and that actual events or results may differ materially. The forward-looking statements contained in this document are made as of the date hereof and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ materially from those projected in the forward-looking statements. Where applicable, we claim the protection of the safe harbour for forward- looking statements provided by the (United States) Private Securities Litigation Reform Act of 1995.

Neither 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285261

FAQ

How many units and how much did Unigold (UGDIF) raise in the February 25, 2026 private placement?

Unigold raised $1,470,060 from 8,167,000 units at $0.18 per unit. According to the company, each unit includes one common share and one-half warrant exercisable at $0.22 for two years.

What will Unigold (UGDIF) use the proceeds from the $1.47M offering for?

Proceeds will fund continued exploration and development at the Neita Sur Concession. According to the company, remaining funds are for general working capital to support operations and exploration activities.

How much insider participation occurred in Unigold's (UGDIF) February 25, 2026 financing?

Insiders subscribed for 7,000,000 units of the total 8,167,000 units issued. According to the company, the insider subscriptions constitute related party transactions under MI 61-101 and will be disclosed on SEDAR.

What are the warrant terms in Unigold's (UGDIF) private placement closed February 25, 2026?

Each unit includes one-half warrant; each whole warrant is exercisable at $0.22 for two years. According to the company, one whole warrant allows purchase of one common share at the stated exercise price.

Are the securities from Unigold's (UGDIF) offering immediately tradable after closing on February 25, 2026?

No, all securities issued under the Offering are subject to a four-month hold period. According to the company, the Offering is also subject to final acceptance by the TSX Venture Exchange.