Regal Resources Inc. Announces Closing of Final Tranche of Private Placement

VANCOUVER, BC / ACCESSWIRE / March 4, 2023 / Regal Resources Inc. (the "Company" or "Regal") is pleased to announce that it has completed the third and final tranche ("Third Tranche") of its previously announced private placement (the "Private Placement") of units ("Units"). Through the Third Tranche, the Company issued an aggregate of 1,000,000 Units for gross proceeds of $100,000.

Each Unit is comprised of one (1) common share (a "Share") and one half of one (1/2) Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable by the holder to acquire an additional Share at an exercise price of $0.20 for a period of two years after issuance. The Company closed a first tranche of the Private Placement on January 25, 2023 and a second tranche of the Private Placement on February 21, 2023 (see news releases disseminated January 31, 2023 and February 28, 2023). Through all three tranches of the Private Placement, the Company has issued an aggregate of 3,500,000 Units for gross proceeds of $350,000.

Crescat Capital LLC ("Crescat") is the subscriber under the Third Tranche. The Company is pleased to welcome Crescat as a strategic investor in the Company. In connection with its investment, Crescat has been granted the right to participate in future financings of the Company so as to maintain its pro rata interest (the "Participation Rights"). The Participation Rights will remain in effect as long as Crescat holds greater than 2% of the total issued and outstanding Shares.

"We are very pleased to welcome Crescat Capital as a strategic investor," said Greg Thomas, CEO of Regal Resources."

The Third Tranche was completed pursuant to a partial revocation order (the "Partial Revocation Order") issued by the British Columbia Securities Commission ("BCSC") on December 14, 2022. The Partial Revocation Order partially revoked a cease trade order that was issued by the BCSC against the Company on December 11, 2015 (the "BC CTO"). The Company is also subject to a reciprocal cease trade order issued by the Alberta Securities Commission ("ASC") on December 11, 2015 (the "AB CTO") and a cease trade order issued by the Ontario Securities Commission ("OSC") on December 30, 2015 (the "ON CTO", and together with the BC CTO and the AB CTO, the "CTOs"). The CTOs were issued against Regal for failure to file its annual financial statements, annual management's discussion and analysis, and certification of annual filings for its fiscal year ended July 31, 2015.

The proceeds of the Private Placement will be applied towards, among other things, (i) accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, (ii) filing fees associated with obtaining the Partial Revocation Order and the full revocation orders of the CTOs, (iii) legacy accounts payable and (iv) working capital and general and administrative expenses.

Completion of the Private Placement should permit the Company to prepare and file all outstanding continuous disclosure documents with the applicable regulatory authorities. Once those filings have been completed, the Company expects to apply for a full revocation of the CTOs.

Each investor received a copy of the BC CTO, ON CTO, and the Partial Revocation Order and provided an acknowledgement to the Company that all of the Company's securities issued in connection with the Private Placement will remain subject to the CTOs until the CTOs are fully revoked, and that the granting of the Partial Revocation Order does not guarantee the issuance of full revocation orders of the CTOs in the future.

In accordance with applicable securities legislation, all securities issued pursuant to the Private Placement are subject to a hold period of four months and a day from the closing date of the Offering. Further, the Shares and Warrants issued pursuant to the Private Placement may not be transferred and the Warrants issued pursuant to the Private Placement may not be exercised until full revocation of the CTOs, of which there is no guarantee.

About Crescat Capital LLC

Crescat is a global macro asset management firm headquartered in Denver, Colorado. Crescat's mission is to grow and protect wealth over the long term by deploying tactical investment themes based on proprietary value-driven equity and macro models. Crescat's goal is industry leading absolute and risk-adjusted returns over complete business cycles with low correlation to common benchmarks. The company's investment process involves a mix of asset classes and strategies to assist with each client's unique needs and objectives and includes Global Macro, Long/Short, Large Cap and Precious Metals funds.

About the Company

Regal Resources is a junior mineral exploration and development company based in Vancouver, British Columbia whose sole mineral project is its interest in the Sunnyside Project near Nogales, Arizona. Regal Resources is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario.

ON BEHALF OF THE BOARD

Greg Thomas
Chief Executive Officer

For further information contact:

Regal Resources Inc.
Telephone: (604) 512-6041
Email: info@regalres.com

Statements in this news release contain "forward looking information" under Canadian Securities Laws (referred to as "forward-looking statements"). Forward looking statements are based on the Company's current expectations and estimates concerning future events. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Forward looking statements in this news release include comments regarding the sufficiency of the proceeds of the Private Placement, the Company's intention to bring its continuous disclosure record current, and the Company's expectation to apply for a full revocation of the CTOs. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in the forward-looking statements. Such factors include, among others, receipt of regulatory approvals, the actions of third parties investors who may invest in the Company, and the state of financial markets. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company does not intend to update any forward-looking statement. Forward-looking statements are not guarantees of future performance and accordingly the reader should not place undue on forward looking statements.

SOURCE: Regal Resources Inc.