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North Valley Resources Ltd. (CSE: NVR) ("North Valley" or the "Company") is pleased to announce that, due to strong investor demand, it has successfully closed its previously announced non-brokered private placement (the "Offering"), including the amended terms announced on July 9, 2026. The Offering was oversubscribed and closed for aggregate gross proceeds of $1,981,083 through the issuance of a combination of critical mineral flow-through common shares, special flow-through units and non-flow-through units.
"We are very pleased with the strong investor support reflected in this oversubscribed financing," said Cameron Dorsey, CEO of North Valley Resources. "The proceeds will allow us to continue building on the positive results from recent exploration programs as we advance the Comstock Project toward its inaugural 2,500-metre drill program planned for Fall 2026."
Pursuant to the Offering, the Company issued:
2,207,354 Flow-Through Shares (a "FT Share") at a price of $0.17 per FT Share for gross proceeds of $375,250. No warrants were issued in connection with the FT Shares.
4,583,334 Special Flow-Through Units (a "Special FT Unit") at a price of $0.22 per Special FT Unit for gross proceeds of $1,008,333. Each Special FT Unit consisted of one Special flow-through common share (a "Special FT Share") and one-half (1/2) of one common share purchase warrant (each whole warrant, a "Unit Warrant"), resulting in the issuance of 2,291,667 Unit Warrants.
3,983,333 Non-Flow-Through Units (a "NFT Unit") at a price of $0.15 per NFT Unit for gross proceeds of $597,500. Each NFT Unit consisted of one common share (a "Share") and one-half (1/2) of Unit Warrant, resulting in the issuance of 1,991,666 Unit Warrants.
Each whole Unit Warrant entitles the holder to acquire one (1) common share of the Company at an exercise price of $0.25 for a period of 24 months from the closing date. All Unit Warrants issued in connection with the Offering will be subject to an acceleration provision whereby, if the closing price of the Company's common shares equals or exceeds $0.35 for ten (10) consecutive trading days, the Company may accelerate the expiry date of the Unit Warrants to a date that is 30 days following notice to the holders thereof.
All FT Shares and Special FT Units offered in connection with this Offering qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). The common shares issuable upon exercise of the Unit Warrants as part of the Special FT Units will not qualify as flow-through shares under the Income Tax Act (Canada).
The gross proceeds from the sale of the FT Shares and Special FT Units will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures", as such terms are defined in the Tax Act, and for subscribers who are qualifying individuals under the Income Tax Act (British Columbia) (the "BC Tax Act"), these expenditures will also qualify as "BC flow-through mining expenditures", as defined in section 4.721(1) of the BC Tax Act (collectively, the "Qualifying Expenditures"). These expenditures will be incurred on North Valley Resources' British Columbia assets, specifically its Comstock property that was optioned in 2021 with the right to earn 100% ownership. The Qualifying Expenditures will be incurred on or before December 31, 2027, and will be renounced in favour of the subscribers with an effective date no later than December 31, 2026, in an aggregate amount not less than the total gross proceeds raised from the issuance of the FT Shares and Special FT Units. The net proceeds from the sale of the NFT Units will be utilized for general working capital.
In connection with the Offering, the Company paid finders' fees consisting of $102,742 in cash and 664,346 finder warrants, having the same terms as the Unit Warrants, in accordance with the policies of the Canadian Securities Exchange.
All securities issued under the Offering are subject to statutory hold periods expiring four months and one day from the date of closing of the Offering pursuant to applicable securities laws and CSE policy.
About North Valley Resources
North Valley Resources is a well-positioned junior exploration company focused on advancing its flagship Comstock Project, a high-quality exploration asset that is fully permitted for drilling and located in a proven, mining-friendly jurisdiction. The Company is executing a disciplined, systematic exploration strategy aimed at unlocking significant copper and gold potential and advancing Comstock toward the mineral resource stage, while creating meaningful value for shareholders.
More information can be found at the Company's website at www.northvalleyresources.com.
On behalf of the Company
Cameron Dorsey, CEO
For new information about the Company's programs, please visit North Valley's website at www.northvalleyresources.com or contact Cameron Dorsey, CEO, by telephone (403) 966-0738 or by email at cameron.dorsey@northvalleyresources.com
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward Looking Statements: This press release may contain "forward-looking information or statements" within the meaning of Canadian securities laws, which may include, but are not limited to statements relating to its future business plans. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Some of the specific forward-looking information or statements in this press release includes, but is not limited to, statements with respect to: the intended use of proceeds of the Offering, including the Company's planned activities at the Comstock Property and the incurrence and renunciation of Qualifying Expenditures. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by applicable law.
This press release shall 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 any such jurisdiction. Neither CSE nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to United States newswire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308326
