Saskatoon, Saskatchewan–(Newsfile Corp. – July 14, 2026) – 1844 Resources Inc. (TSXV: EFF) (the “Company” or “1844”) is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to $1,000,000 (the “Offering”), comprised of up to $500,000 of flow-through units (the “Flow-Through Units”) and up to $500,000 of hard dollar units (the “Hard Dollar Units”).
Hard Dollar Offering
The Company will issue up to 16,666,666 Hard Dollar Units at a price of $0.03 per Hard Dollar Unit for gross proceeds of up to $500,000.
Each Hard Dollar Unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant (a “Warrant”) will entitle the holder to purchase one additional common share of the Company at a price of $0.05 per share for a period of 24 months from the closing date of the Offering.
Flow-Through Offering
The Company will also issue up to 14,285,714 Flow-Through Units at a price of $0.035 per Flow-Through Unit for gross proceeds of up to $500,000.
Each Flow-Through Unit will consist of one flow-through common share of the Company, as defined in the Income Tax Act (Canada), and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.05 per share for a period of 24 months following closing.
Use of Proceeds
The net proceeds from the Hard Dollar Offering will be used for general working capital and corporate purposes, including funding the Company’s ongoing exploration activities, maintaining its exploration permits and mineral claims, covering corporate administration and regulatory compliance costs, and providing additional financial flexibility to support the Company’s planned drilling program and future business development opportunities. The proceeds may also be used to evaluate and advance existing exploration projects and for other purposes consistent with the Company’s overall business objectives.
The gross proceeds from the sale of the Flow-Through Units will be used to incur eligible Canadian exploration expenses that qualify as “flow-through mining expenditures” under the Income Tax Act (Canada). These funds will primarily finance the Company’s approximately 3,000-metre diamond drilling program on its wholly owned SV2 Project, which includes the Sullipek, Sullipek East and Vallières sectors located in the Gaspé Peninsula of Québec.
Existing Shareholder Exemption
The Offering will be conducted under available exemptions from the prospectus requirements of applicable Canadian securities laws. Participation in the Offering will be available to existing shareholders of the Company resident in qualifying jurisdictions in Canada pursuant to BC Instrument 45-534 – Prospectus Exemption for Distributions to Existing Security Holders and corresponding blanket orders and rules implementing CSA Notice 45-313 (collectively, the “Existing Security Holder Exemption”).
The Company has established July 14, 2026 as the record date for determining shareholders eligible to participate under the Existing Security Holder Exemption.
Eligible shareholders wishing to participate should contact the Company using the contact information below no later than July 21, 2026.
Subscription documents must be received by the Company no later than July 27th, 2026.
The Company expects to complete the first closing of the Offering on or about July 31, 2026, and reserves the right to complete the Offering in one or more tranches.
In addition to the Existing Security Holder Exemption, the Offering may also be completed pursuant to other available prospectus exemptions, including the Investment Dealer Exemption under CSA Coordinated Blanket Order 45-935 (or any successor exemption), where applicable.
Insiders of the Company may participate in the Offering.
The aggregate acquisition cost to any subscriber relying on the Existing Security Holder Exemption cannot exceed $15,000 in any 12-month period unless the subscriber has obtained suitability advice from a registered investment dealer.
Regulatory Matters
All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the applicable closing date in accordance with applicable securities legislation.
Completion of the Offering remains subject to customary conditions, including receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange.
None of the securities offered have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
Certain insiders of the Company may participate in the Offering. Such participation may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company expects that any such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that neither the fair market value of the securities issued to insiders nor the consideration paid by insiders will exceed 25% of the Company’s market capitalization.
About 1844 Resources Inc.
1844 Resources Inc. is a Québec-focused mineral exploration company advancing high-quality copper projects in the Gaspé Peninsula. The Company’s flagship SV2 Project comprises the Sullipek, Sullipek East and Vallières sectors, where historical drilling and recent geological work have identified significant copper mineralization and multiple exploration targets. The Company is focused on advancing the project through systematic exploration and drilling while creating long-term value for its shareholders.
1844 RESOURCES INC.
(signed) “Sylvain Laberge”
Sylvain Laberge
President and CEO
514.702.9841
Slaberge@1844resources.com
FORWARD-LOOKING INFORMATION
This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the expected closings of the Unit Offering and the Option Agreement and the receipt of regulatory approval, including approval by the Exchange. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions; the availability of additional exploration and mineral project financing; and Exchange approval.
There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include exploration or other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading “Risks and Uncertainties” in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
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