Juggernaut Exploration Ltd. (TSX-V: JUGR) (OTCPK: JUGRF) (FSE: 4JE) is pleased to announce that it has closed its previously announced “bought deal” private placement offering for aggregate gross proceeds of approximately C$11.5 million, including the exercise in full of the option granted to the Underwriter (as defined herein). The Offering was comprised of the issue and sale of 4,492,187 units of the Company at an issue price of $2.56 per Unit, with each Unit comprised of one common share, and one-half of one common share purchase warrant. Each Warrant entitles the holder thereof to purchase one common share in the capital of the Company at an exercise price of C$2.08, for a period of 24 months following the date hereof. The FT Shares and Warrants are intended to qualify as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada).

The Offering was led by Stifel Canada, as sole bookrunner and lead underwriter.

The gross proceeds from the issue and sale of the Units will be used to incur exploration expenses that qualify as “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act, “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act for purposes of the critical mineral exploration tax credit, and for individual subscribers of Units that are resident in British Columbia, “BC flow-through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) on the Company’s flagship Big One Project, located in British Columbia, Canada. Such expenses will be incurred on or before December 31, 2027, and renounced to the subscribers with an effective date no later than December 31, 2026.

The Units were issued to purchasers in Canada in reliance on the “listed issuer financing” exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Units issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. The Offering received final approval of the TSX Venture Exchange.

The Company paid the Underwriter a cash commission of C$689,999.92 and also granted the Underwriter 269,531 non-transferable broker warrants. Each Broker Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$1.81 for a period of 24 months following the date hereof. The Broker Warrants and the Broker Warrant Shares are subject to a hold period in Canada expiring four months and one day from the date hereof. For the avoidance of doubt, the Cash Commission was paid from the Company’s cash on hand and not from the gross proceeds received by the Company under the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Juggernaut Exploration Ltd.

Juggernaut Exploration Ltd. is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia. Its projects are located in globally recognized geological settings and in geopolitically stable jurisdictions, making them amenable to mining in Canada. Juggernaut is a member and active supporter of CASERM, a collaborative venture between the Colorado School of Mines and Virginia Tech. Juggernaut’s key strategic cornerstone shareholder is Crescat Capital.