Goldcana Resources Inc. Announces Terms of Non-Brokered Private Placement

Company news release Source: Newsfile
10 September 2026, 5:06 p.m. EDT

Vancouver, British Columbia--(Newsfile Corp. - September 10, 2026) - Goldcana Resources Inc. (CSE: GC) ("Goldcana" or the "Company") announces the terms of the non-brokered private placement it announced on September 2, 2026 (the "Offering").

The Company intends to complete the Offering on the following basis:

  • a minimum of 4,000,000 units of the Company (each, a "Unit") and a maximum of 8,000,000 Units, subject to the over subscription option described below;

  • at a price of $0.25 per Unit; and

  • for minimum aggregate gross proceeds of $1,000,000 and maximum aggregate gross proceeds of $2,000,000, which may be increased to up to $2,500,000 if the over subscription option is exercised in full.

Each Unit consists of one common share in the capital of the Company (each, a "Share") and one half of one common share purchase warrant. Each whole warrant (a "Warrant") entitles the holder to acquire one additional common share at a price of $0.50 for a period of 24 months from the closing of the Offering. No fractional Warrants will be issued. If, at any time after the expiry of the applicable statutory hold period, the volume weighted average trading price of the common shares on the Canadian Securities Exchange, or such other stock exchange in Canada on which the common shares are then listed, is $1.00 or more for 5 consecutive trading days, the Company may give notice to the holders that the Warrants will expire on the 15th trading day after the date of that notice, unless exercised before that date.

The Company may, at its discretion, accept over subscriptions of up to an additional 2,000,000 Units at the same price of $0.25 per Unit, for additional gross proceeds of up to $500,000. If the over subscription option is exercised in full, the Offering would consist of a maximum of 10,000,000 Units for maximum aggregate gross proceeds of $2,500,000. Any Units issued on exercise of the over subscription option will be issued on the same terms as all other Units, and any additional proceeds will be applied to exploration and advancement of the La Sarre Gold Project and to general working capital and corporate purposes. Exercise of the over subscription option remains subject to acceptance by the Canadian Securities Exchange.

Use of Proceeds

The Company intends to use the gross proceeds of the Offering for the following principal purposes, in the approximate amounts shown, assuming the minimum offering and the maximum offering respectively:

  • exploration and advancement of the La Sarre Gold Project: approximately $600,000 assuming the minimum offering, and approximately $1,230,000 assuming the maximum offering;

  • finder's fees: up to approximately $70,000 assuming the minimum offering, and up to approximately $140,000 assuming the maximum offering;

  • costs of the Offering: approximately $40,000 assuming the minimum offering, and approximately $40,000 assuming the maximum offering; and

  • general working capital and corporate purposes: approximately $290,000 assuming the minimum offering, and approximately $590,000 assuming the maximum offering.

In addition to the cash finder's fees described above, the Company may issue non-transferable broker warrants to finders, which may include more than one registered dealer, equal in number to 7% of the Units subscribed for by investors that the finder introduces, subject to an overall limit of 535,000 broker warrants in aggregate across all finders. On that basis the Company may issue up to 280,000 broker warrants in aggregate assuming the minimum offering and up to 535,000 broker warrants in aggregate at the maximum of the Offering, including any Units issued on exercise of the over subscription option. Each broker warrant is exercisable to acquire one common share at a price of $0.50 for a period of 24 months from the closing of the Offering.

Prospectus Exemptions and Resale Restrictions

The Units will be offered on a prospectus exempt basis, including to subscribers resident in British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick who have obtained advice regarding the suitability of the investment from a registered investment dealer, under BC Instrument 45-536, Alberta Securities Commission Rule 45-516, General Order 45-930, Blanket Order 45-503 and Blanket Order 45-508. The whole of the minimum and maximum number of Units, and the whole of the minimum and maximum aggregate gross proceeds, described above may be distributed in reliance on that exemption. If subscriptions are received for more than the maximum number of Units, the Company intends to allocate Units among subscribers on a pro rata basis by reference to the number of Units subscribed for.

The Shares, the Warrants and the common shares issuable on exercise of the Warrants will be subject to a hold period of four months and one day from the date of closing under National Instrument 45-102 Resale of Securities, and to any resale restriction imposed by the Canadian Securities Exchange.

Completion of the Offering remains subject to applicable regulatory and Canadian Securities Exchange approvals.

The Offering is not conditional on completion of the Company's proposed acquisition of an interest in the La Sarre Gold Project, and that acquisition is not conditional on completion of the Offering. The consideration payable under the option agreement governing that acquisition is payable in common shares and cash, and no part of the gross proceeds of the Offering is committed to it.

There is no material fact or material change about the Company that has not been generally disclosed.

For Further Information
Goldcana Resources Inc.
Clive Brookes, President and Chief Executive Officer
Telephone: (604) 630-9794
Email: [email protected]

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding the completion and terms of the Offering and the anticipated use of proceeds. Forward-looking information is based on management's current expectations and assumptions and is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including failure to complete the Offering or to complete it in the amount described and failure to obtain or delay in obtaining exchange acceptance. Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise it.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person absent registration or an applicable exemption from the registration requirements.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) 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.

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