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Relevant Gold Corp. — Capital/Financing Update 2026
Apr 16, 2026
48170_rns_2026-04-16_9e8e1629-57f6-4cc8-9eb8-a9e98d49ac37.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
- Name and Address of Company
Relevant Gold Corp. (the “Company”) 3000 - 1055 West Hastings Street Vancouver, BC V7X 1K8
- Date of Material Change
April 7, 2026 and April 13, 2026
- News Release
On each of April 7, 2026 and April 13, 2026, the Company issued a news release through the facilities of Access Newswire and subsequently filed under the Company’s profile on SEDAR+.
- Summary of Material Change
On April 7, 2026, the Company announced that it closed the first tranche (“Tranche 1”) of its previously announced non-brokered private placement financing (see news release dated March 16, 2026), consisting of 10,298,550 common shares (“Common Shares”) of the Company at a price of $0.50 per Common Share for gross proceeds of $5,149,275.
On April 13, 2026, the Company announced that it has closed tranche 2 (“Tranche 2”) of its previously announced non-brokered private placement financing (see news release dated March 16, 2026) consisting of 13,814,886 Common Share of the Company at a price of $0.50 per Common Shares for gross proceeds of $6,907,443 and together with the first tranche which closed on April 7, 2026, an aggregate of 24,113,436 Common Shares for aggregate gross proceeds of $12,056,718 (the “Offering”).
5.1 Full Disclosure of Material Change
On April 7, 2026, the Company announced that it closed Tranche 1 of Offering and on April 13, 2026, the Company announced that it closed Tranche 2 of Offering.
The Offering was conducted in multiple tranches through a concurrent non-brokered private placement (“Concurrent Private Placement”) and a listed issuer financing exemption offering (the “LIFE Offering”) pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions. All securities issued in connection with Tranche 1 of the Concurrent Private Placement are subject to a four-month Canadian restricted resale period expiring on August 8, 2026, and applicable securities legislation hold periods outside of Canada and all securities issued in connection with Tranche 2 of the Concurrent Private Placement are subject to a four-month Canadian restricted resale period expiring on August 14, 2026, and applicable securities legislation hold periods outside of Canada.
In connection with Tranche 1 of the LIFE Offering, finders’ fees were paid that consisted of cash fees in the aggregate amount of $101,200.00, representing an aggregate
commission of 6% of the Common Shares sold to investors introduced by the finders and an aggregate of 202,800 broker warrants (the “Broker Warrants”) that equals up to 6% of the aggregate number of Common Shares sold to investors introduced by the finders. Each Broker Warrant entitles the holder to acquire one Common Share at a price of $0.50 until the date which is 12 months following the closing date.
In connection with Tranche 2 of the Offering, the Company entered into a subscription agreement with each of Kinross Gold Corporation (“Kinross”) (NYSE: KGC) and Mr. William G. Bollinger (“Mr. Bollinger”), pursuant to which Kinross agreed to purchase 5,527,152 Common Shares and Mr. Bollinger agreed to purchase 6,822,174 Common Shares of the Company. Upon closing of Tranche 2, each of Kinross and Mr. Bollinger will maintain an ownership position of approximately 19.9% of the issued and outstanding Common Shares of the Company.
Proceeds from the Offering will be used to advance exploration across the Company’s district-scale gold projects in Wyoming, including drilling at the Apex and Lewiston projects, as well as for general working capital purposes.
The participation by each of Kinross and Mr. Bollinger in the Offering is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”) since each of Kinross and Mr. Bollinger held more than 10% of the issued and outstanding Common Shares prior to giving effect to the Offering. The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to or the consideration paid by each of Kinross or Mr. Bollinger will exceed 25% of the Company’s market capitalization.
5.2 Restructuring Transaction
Not applicable.
6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
7. Omitted Information
No information has been omitted on the basis that it is confidential information.
8. Executive Officer
For further information, contact:
Rob Bergmann, Chief Executive Officer [email protected]
- Date of Report
April 16, 2026