Sego Resources Inc. (TSX-V: SGZ)  has closed its non-brokered critical minerals flow through financing announced May 29, 2026, by issuing 21,200,000 common shares at $0.05 per share for gross proceeds of $1,060,000. The financing was oversubscribed due to investor demand. The closing of the placement is subject to receipt of approval of the TSX-V.

Private Placement

The offering consisted of 21,200,000 shares at $0.05 per share for gross proceeds of $1,060,000. There were no warrants attached to the private placement.

Finder’s fees paid on the placement consisted of $52,500 and 1,050,000 share purchase warrants. The non-transferable share purchase warrants are exercisable at $0.05 for one year.

MI 61-101 Disclosure

Elliot Strashin, an insider of the Company by right of holding >10% of the issued and outstanding shares of the Company, participated in the private placement for 2,000,000 common shares. A director of the Company, J Paul Stevenson, participated for 1,000,000 common shares. 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. 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 October 6, 2026.

Proceeds of the private placement will be spent on exploration of the Company’s Miner Mountain project. The gross proceeds received by the Company from the sale of the FT Units will be used to incur “Canadian exploration expenses” that are “flow-through critical mineral mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the Company’s properties located in British Columbia.

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

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.