Relevant Gold Corp. (TSX-V:RGC) (OTCQB:RGCCF)   is pleased to announce that it has closed tranche 2 of its previously announced non-brokered private placement (see news releases dated Feb. 21, 2025 and Feb. 28, 2025) consisting of 23,527,333 common shares at a price of $0.30 per Common Share for gross proceeds of $7,058,199.90 and together with the first tranche which closed on February 28, 2025 an aggregate of 28,447,333 Common Shares for aggregate gross proceeds of $8,534,199.90.

In connection with Tranche 2, the Company entered into subscription agreements dated February 28, 2025 with each of Kinross Gold Corporation (NYSE:KGC) (TSX:K) and Mr. William G. Bollinger pursuant to which Kinross agreed to purchase 15,410,000 Common Shares and Bollinger agreed to purchase 8,070,000 Common Shares.  Upon closing of Tranche 2, each of Kinross and Bollinger will hold 19.9% of the issued and outstanding Common Shares of the Company.

Upon closing of Tranche 2, the Company entered into an amended and restated investor rights agreement with Kinross to amend and restate the investor rights agreement entered into on July 8, 2024.  The Company also entered into an investor rights agreement with Bollinger.  Each investor rights agreement will confer on the investor certain participation rights, information rights and the right to nominate a member to the board of directors of the Company.

All securities issued in connection with Tranche 2 of the Offering are subject to a four-month Canadian restricted resale period that expires, with respect to resales in Canada, on July 14, 2025, and applicable securities legislation hold periods outside of Canada.

Proceeds from the Offering will be used to fund exploration activities at the Company’s projects in Wyoming, USA, and for general working capital.

The participation of Bollinger in the private placement is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 since Bollinger held more than 10% of the issued and outstanding Common Shares prior to giving effect to the Offering.  The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by Bollinger will exceed 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (The “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Relevant Gold Corp.

Relevant Gold Corp. is a North American gold exploration company founded by experienced exploration geologists and operated by a highly respected team with a proven record of significant value creation for shareholders. Relevant Gold is focused on the acquisition, exploration, discovery, and development of district-scale gold projects in the state of Wyoming – one of the most mining-friendly jurisdictions in the United States and globally.