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Scottie Resources Announces Closing of Second and Final Tranche of Non-Brokered Private Placement

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Scottie Resources Announces Closing of Second and Final Tranche of Non-Brokered Private Placement

 

 

 

 

 

Scottie Resources Corp. (TSX-V: SCOT) (OTCQB: SCTSF) (FSE: SR80) is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement, consisting of common shares of the Company at a price of C$2.90 per Non-Brokered Share and flow-through common shares of the Company at a price of C$3.10 per Flow-Through Share. Together, 823,369 Offered Shares (including 128,369 Flow-Through Shares) were issued pursuant to the Second Tranche, which raised aggregate gross proceeds to the Company of C$2,413,443.90.

 

In connection with the Second Tranche, the Company paid cash finder’s fees of C$103,530.00 and issued 35,700 finder’s warrants. Each Finder’s Warrant entitles the holder thereof to purchase one common share of the Company at C$2.90 for a period of 24 months expiring on October 22, 2028.

 

The Company has issued an aggregate of 24,175 Flow-Through Shares pursuant to the Second Tranche to certain “related parties” of the Company, in each case constituting, to that extent, a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the Interested Parties in the Non-Brokered Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Non-Brokered Offering nor the securities issued in connection therewith, insofar as the Non-Brokered Offering involves the Interested Parties, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Non-Brokered Offering as the details of the Non-Brokered Offering and the participation by the Interested Parties therein were not settled until recently and the Company wishes to close on an expedited basis for sound business reasons.

 

The Offered Shares were offered on a private placement basis pursuant to exemptions from prospectus requirements under applicable securities laws and are subject to a statutory hold period expiring on February 23, 2027.

 

The net proceeds from the issue and sale of the Non-Brokered Shares will be used for working capital and general corporate purposes, including work related to the technical studies and permitting currently underway at the Scottie Gold Mine Project.

 

The gross proceeds from the issue and sale of the Flow-Through Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) related to the Scottie Gold Mine Project in British Columbia. Qualifying Expenditures with respect to the Flow-Through Shares will also qualify as “BC flow-through mining expenditures” as such term is defined in the Income Tax Act (British Columbia). All Qualifying Expenditures will be renounced in favour of the subscribers for the Flow-Through Shares effective on or before December 31, 2026.

 

In total, the Non-Brokered Offering raised aggregate gross proceeds of C$14,921,111.80 through the issuance of 322,581 Flow-Through Shares and 4,800,383 Non-Brokered Shares. The Non-Brokered Offering, together with the Company’s brokered offering of common shares of the Company (which closed on October 9, 2026) resulted in the issuance of an aggregate of 8,183,239 common shares of the Company (including 322,581 Flow-Through Shares) and raised aggregate gross proceeds of C$23,795,909.30 The Non-Brokered Offering remains subject to final acceptance from the TSX Venture Exchange.

 

This press release does not constitute an offer of sale of any of the Offered Shares in the United States. None of the foregoing securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act“), or any applicable state securities laws and the foregoing securities may not be offered or sold in the United States or to persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

ABOUT SCOTTIE RESOURCES CORP.

 

Scottie Resources holds a 100% interest in the Scottie Gold Mine Property, which includes the high-grade, past-producing Scottie Gold Mine and the adjacent Blueberry Contact Zone. The Company also owns a 100% interest in the Georgia Project, host to the past-producing Georgia River Mine, as well as the Cambria, Sulu, and Tide North properties. In total, Scottie controls approximately 58,500 hectares of highly prospective mineral claims within the Stewart Mining Camp in British Columbia’s Golden Triangle-one of the world’s most prolific mineralized districts.

 

Scottie’s current resource estimate on the Scottie Gold Mine Project includes a total of 703,000 gold ounces at an average grade of 6.1 g/t (Inferred category) in 3.6 million tonnes, highlighting the development potential for a significant near-surface, high-grade deposit. The Company’s strategy is to continue expanding this resource and to define additional mineralization around past-producing mines through systematic drilling and surface exploration.

 

The Company has recently completed a PEA for the Scottie Gold Mine (Bird et al., October 28, 2025, Scottie Gold Mine Project, SEDAR+). The PEA outlines a robust ore sorting and Direct-Ship Ore (DSO) development scenario with strong economics and significant upside through a potential toll-milling option utilizing excess capacity at the nearby Premier mill. The base case DSO project delivers an after-tax NPV(5%) of $215.8-$668.3 million at gold prices of US$2,600-$4,200/oz, respectively. Under the toll-milling scenario, project economics improve substantially, with an after-tax NPV(5%) of $380-$832 million (no agreement currently in place). The PEA estimates initial capital costs of $129 million, average annual production of ~65,400 oz gold over seven years, and a payback period of 1.7 years for the after-tax DSO case-reduced to just 0.9 years under the toll-milling opportunity at US$2,600/oz.

 

Posted October 23, 2026

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