NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ST. JOHN&S, Newfoundland and Labrador, Oct. 01, 2026 (GLOBE NEWSWIRE) -- Pirate Gold Corp. (TSXV: YARR) (OTCQB: YARRF) (“Pirate Gold& or the “Company&) announces that it has entered into an engagement letter with Canaccord Genuity Corp. (“Canaccord Genuity&) pursuant to which Canaccord Genuity and a syndicate of agents (collectively, the “Agents&) will act as agents in connection with a “best efforts& private placement (the “Offering&) by the Company of (i) flow-through common shares (the “FT Shares&) of the Company at a price of $0.215 per FT Share, and (ii) special flow-through common shares (the “Special FT Shares& and, together with the FT Shares, the “Offered Securities&) of the Company at a price of $0.2475 per Special FT Share, in any combination, for aggregate gross proceeds of up to approximately $15,000,000. Each of the FT Shares and Special FT Shares will qualify as a “flow-through share& for the purposes of the Income Tax Act (Canada).
In addition, the Company has granted the Agents an option to sell up to $2,250,000 of additional Offered Securities (the “Agents& Option&) on the same terms and conditions, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the Offering. The Agents& Option may be exercised for FT Shares or Special FT Shares or a combination thereof (as agreed between the Company and the Agents) at the respective offering prices.
The Offering is expected to close on or about October 22, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Offered Securities will be subject to a hold period of four months and one day from the closing of the Offering.
The Company will use any amount equal to the gross proceeds received by the Company from the sale of the FT Shares and the Special FT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses& that qualify as “flow-through mining expenditures& as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures&) on the Treasure Island Project on or before December 31, 2027, and renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares and the Special FT Shares with an effective date of no later than December 31, 2026. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2026 for each FT Share and Special FT Share purchased in an aggregate amount not less than the gross proceeds of the sale of the FT Shares and the Special FT Shares and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue Agency, the Company will indemnify each subscriber for the additional taxes payable by such subscriber as a result of the Company&s failure to renounce the Qualifying Expenditures or as a result of the reduction as agreed.
The proposed Offering is expected to provide additional flow-through funding for eligible exploration expenditures on the Treasure Island Project, with the objective of maintaining an active drilling program into spring 2027 while preserving the Company's treasury of approximately $8 million. Drilling continues at Moby Dick and Moosehead with three rigs active, a 4,345 line-kilometer airborne Mobile MT survey is underway across the Crippleback intrusive suite aiming to provide copper gold porphyry targets at depth, the barge-mounted rig is testing beneath the man-made Crippleback Lake testing the heart of Moby Dick, and exciting advancements from the 2026 field program has generated additional copper-gold porphyry drilling targets at Coronation Lake and Clipper Brook which are permitted for their first drilling in over 50 years.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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 unless an exemption from such registration is available.
About Pirate Gold Corp.
Pirate Gold Corp. is a Newfoundland-focused exploration company advancing its 100%-owned Treasure Island Project, a district-scale property covering more than 90 km of strike along the Valentine Lake Fault Zone. Exploration is focused on the high-grade Moosehead gold system, the Moby Dick copper-gold porphyry/epithermal discovery and multiple regional targets across the Crippleback Intrusive Suite. The Company also holds a portfolio of Newfoundland gold projects, including the district-scale Fleur de Lys Project.
For further information, please contact:
Denis Laviolette
Executive Chairman & CEO
E: [email protected]
Joshua Duggan
Investor Relations
T: 647-526-1881
E: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information& within the meaning of applicable Canadian securities laws and “forward-looking statements& within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements&). Forward-looking statements include, but are not limited to, the Company&s future exploration plans with respect to its property interests and the timing thereof, the prospective nature of the projects, future prices of gold and copper, success of exploration activities and metallurgical test work, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of exploration work, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage, the timing and amount of any gross proceeds to be raised pursuant to the Offering, the completion of the Offering, the intended use of proceeds of the Offering, the exercise of the Agents& Option, the receipt of the approval of the TSX Venture Exchange and the Company&s ability to incur eligible expenditures and renounce them to subscribers. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans&, “expects& or “does not expect&, “is expected&, “budget&, “scheduled&, “estimates&, “forecasts&, “intends&, “anticipates& or “does not anticipate& or “believes&, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may&, “could&, “would&, “will&, “might& or “will be taken&, “occur& or “be achieved& or the negative connotation thereof.
All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the assumed long-term prices of gold and copper, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour, and that the political environment within Canada will continue to support the development of mining projects, and the availability of financing and all applicable regulatory approvals.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Pirate Gold to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: actual results of current exploration activities; environmental risks; future prices of gold and copper; operating risks; accidents, labour issues and other risks of the mining industry; availability of capital, delays in obtaining government or regulatory approvals or financing; changes to the Income Tax Act (Canada) or the rejection of expenditures as qualifying expenditures for flow-through purposes; and other risks and uncertainties. These risks and uncertainties and the additional risks described in the Company&s most recently filed annual and interim MD&A are not and should not be construed as being exhaustive.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management&s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and the Company assumes no obligation to update any forward-looking statements, except as required by applicable laws.
