Juggernaut Exploration Announces Bought Deal Private Placement Structured Flow-Through Financing for Gross Proceeds of C$10M
(TheNewswire)
Toronto, Ontario – TheNewswire - February 27,2026 – Juggernaut Exploration Ltd.(TSX-V: JUGR) (OTCPK: JUGRF) (FSE:4JE) (the “Company” or “Juggernaut”) is pleased toannounce that it has entered into an agreement with Stifel Canada (the“Underwriter”) to act assole bookrunner and underwriter in connection with a "boughtdeal" private placement offering by the Company of 3,906,250units of the Company (the “Units”) at an issue price of
$2.56 per Unit (the “OfferingPrice”), for aggregate gross proceeds of $10,000,000 (the“Offering”). Each Unitwill be comprised of one common share (a “FT Share”), and one-half of onecommon share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shallentitle the holder thereof to purchase one common share in the capitalof the Company at an exercise price of $2.08, for a period of 24months following the Closing Date (as defined below). The FT Sharesand Warrants are intended to qualify as "flow-throughshares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the“Tax Act”).
The Company has granted the Underwriter an option to sell such numberof additional Units as is equal to 15% of the number of Units soldunder the Offering at the Issue Price (the "Underwriter’s Option"). The Underwriter’sOption will be exercisable, in whole or in part, at any time up until48 hours prior to the closing date of the Offering (the “Closing Date”).
The Offering is expected to close on or about March 19, 2026, and issubject to certain conditions including the receipt of all necessaryapprovals such as the approval of the TSX Venture Exchange (the"Exchange").
The gross proceeds from the Units will be usedto incur exploration expenses that qualify as "Canadianexploration expenses" as defined in subsection 66.1(6) of the TaxAct, "flow-through critical mineral mining expenditures" asdefined in subsection 127(9) of the Tax Act for purposes of themineral exploration tax credit, and for individual subscribers ofUnits that are resident in British Columbia, "BC flow-throughmining expenditures" as defined in subsection 4.721(1) of theIncome Tax Act (BritishColumbia) (the “QualifyingExpenditures”) on the Company’s flagship Big One GoldProject, located in British Columbia, Canada. Such expenses will beincurred on or before December 31, 2027, and renounced to thesubscribers with an effective date no later than December 31, 2026.
In connection with the Offering, certain purchasers of Units intend tosubsequently (i) donate some or all of such Units to registeredcharities, who may sell such Units to purchasers arranged by theUnderwriter, and/or (ii) sell some or all of such Units to purchasersarranged by the Underwriter, in each case on the Closing Date (suchUnits described in (i) and (ii), being the “Re-Offer Units”). Sales of Re-Offer Unitsmay be made to purchasers located in (i) each of the provinces ofCanada, other than Quebec, pursuant to the Listed Issuer FinancingExemption (as defined below), (ii) the United States pursuant toavailable exemptions from the registration requirements of applicableUnited States securities laws, and (iii) such other jurisdictionsprovided it is understood that no prospectus filing or comparableobligation, ongoing reporting requirement or requisite regulatory orgovernmental approval arises in such other jurisdictions
Subject to compliance with applicable regulatory requirements and inaccordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will beoffered for sale to purchasers resident in Canada
and/or other qualifying jurisdictions pursuant to the listed issuerfinancing exemption under Part 5A of NI 45-106 (the "Listed Issuer FinancingExemption"). As the Offering is being completed pursuantto the Listed Issuer Financing Exemption, the securities underlyingthe Units issued pursuant to the Offering will not be subject to ahold period pursuant to applicable Canadian securities laws. There isan offering document related to the Offering that can be accessedunder the Company's issuer profile on SEDAR+ at www.sedarplus.caand on the Company's website at juggernautexploration.com.Prospective investors should read the offering document before makingan investment decision.
In consideration for the services provided to the Company inconnection with the Offering, the Underwriter will be entitled toreceive a cash commission equal to 6.0% of the gross proceeds raisedunder the Offering (the “CashCommission”) and such number of broker warrants (“Broker Warrants”) as is equal to6.0% of the number of Units sold under the Offering (including theUnderwriter’s Option). Each Broker Warrant will entitle the holderthereof to acquire one common share of the Company at a price ofC$1.81 for a period of 24 months following the closing date of theOffering. For the avoidance of doubt, the Cash Commission will be paidfrom the Company’s cash on hand and not from the gross proceedsreceived by the Company under the Offering.
This news release does not constitute an offer to sell or asolicitation of an offer to buy nor shall there be any sale of any ofthe securities in any jurisdiction in which such offer, solicitationor sale would be unlawful, including any of the securities in theUnited States. The securities described herein have not been, and willnot be, registered under the UnitedStates Securities Act of 1933, as amended (the "1933 Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to, or for account or benefit of, U.S. Persons (as definedin Regulation S under the 1933 Act) unless registered under the 1933Act and applicable state securities laws, or an exemption from suchregistration requirements is available.
To learn more about Juggernaut’s exciting new Big One discovery, wewould like to cordially invite you to visit us at the PDAC, where ourentire technical team will be in attendance at booth # 3232, InvestorsExchange South Building, Sunday, March 1st, until Wednesday, March 4th,adjacent to our sister company, Goliath Resources. The PDAC is held atthe Metro Toronto Convention Centre at 255 Front Street West, Toronto.
PDAC provides a unique venue at the world’s premier miningconvention for Juggernaut to showcase its exciting new discovery atthe Big One Property located in the Golden Triangle of B.C. The latestdiscoveries from around the world are featured along with maps,charts, and technical information.
About Juggernaut Exploration Ltd.
Juggernaut Exploration Ltd. is an explorer of precious metals projectsin the prolific Golden Triangle of northwestern British Columbia. Itsprojects are located in globally recognized geological settings and ingeopolitically stable jurisdictions, making them amenable to mining inCanada. Juggernaut is a member and active supporter of CASERM, acollaborative venture between the Colorado School of Mines andVirginia Tech. Juggernaut’s key strategic cornerstone shareholder isCrescat Capital.
For more information, please contact:
Juggernaut Exploration Ltd.
Chief Executive Director, Director Tel: +(604) 559-8028
This press release contains statements that constitute“forward-looking information” (“forward-looking information”) within the meaning of theapplicable Canadian securities legislation. All statements, other thanstatements of historical fact, are forward-looking information and arebased on expectations, estimates and projections as at the date ofthis news release. Any statement that discusses predictions,expectations, beliefs, plans, projections, objectives, assumptions,future events or performance (often but not always using phrases suchas “expects”, or “does not expect”, “is expected”,“anticipates” or “does not anticipate”, “plans”,“budget”, “scheduled”, “forecasts”, “estimates”,“believes” or “intends” or variations of such words andphrases or stating that certain actions, events or results “may”or “could”, “would”, “might” or “will” be taken tooccur or be achieved) are not statements of historical fact and may beforward-looking information. Forward-looking statements in this newsrelease include statements regarding the Offering (including thecompletion of the Offering on the terms and timeline as announced orat all, the tax treatment of the securities comprising the Units, thetiming to incur and renounce all Qualifying Expenditures in favour ofthe subscribers, and the use of proceeds of the Offering), and theCompany’s ability to obtain all regulatory approvals, including theapproval of the Exchange. In disclosing the forward-lookinginformation contained in this press release, the Company has madecertain assumptions. Although the Company believes that theexpectations reflected in such forward-looking information arereasonable, it can give no assurance that the expectations of anyforward-looking information will prove to be correct. Known andunknown risks, uncertainties, and other factors which may cause theactual results and future events to differ materially from thoseexpressed or implied by such forward-looking information. Such factorsinclude but are not limited to: compliance with extensive governmentregulations; domestic and foreign laws and regulations adverselyaffecting the Company’s business and results of operations; andgeneral business, economic, competitive, political and socialuncertainties. Accordingly, readers should not place undue reliance onthe forward-looking information contained in this press release.Except as required by law, the Company disclaims any intention andassumes no obligation to update or revise any forward-lookinginformation to reflect actual results, whether as a result of newinformation, future events, changes in assumptions, changes in factorsaffecting such forward-looking information or otherwise.
Neither the TSX Venture Exchange nor its Regulation ServicesProvider (as that term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of thisrelease.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND ISNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES ORDISSEMINATION IN THE UNITED STATES
Copyright (c) 2026 TheNewswire - All rights reserved.
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