Vancouver, British Columbia--(Newsfile Corp. - May 23, 2025) - Regal Resources Inc. (the "Company" or "Regal") is pleased to announce that it has been successful in its applications to the British Columbia Securities Commission ("BCSC") and the Ontario Securities Commission (the "Securities Regulators") to revoke the cease trade orders issued on December 11 and 30, 2015 respectively by the Securities Regulators (the "Cease Trade Orders"). The Company previously announced its intention to make application to revoke the Cease Trade Orders on December 23, 2024.
The Cease Trade Orders were issued as a result of the Company's failure to file its audited annual financial statements and related management's discussion and analysis and other materials for the year ended July 31, 2015.
The Company has filed its audited annual financial statements, management's discussion and analysis and related certifications for the years ended July 31, 2024 and July 31, 2023 and its interim financial statements, management's discussion and analysis and related certifications for the quarter ended January 31, 2025, and has otherwise met its continuous disclosure obligations pursuant to securities laws (collectively, the "Disclosure Documents"). Accordingly, the revocation of the Cease Trade Orders has been granted by the Securities Regulators. The Disclosure Documents are available for review online under the Company's profile on SEDAR+ (www.sedarplus.ca).
Corporate Activity
The Company significantly reduced its business activities following the Cease Trade Orders.
On January 25, 2016, the Company's shares were suspended from trading on the Canadian Securities Exchange ("CSE") as a result of the Company being in default of the CSE's requirements, and on April 25, 2016, the Company was delisted from the CSE.
In August 2017, the Company entered into definitive agreements (the "Sunnyside Agreement") with Barksdale Resources Inc. (TSX-V: BRO) ("Barksdale") for Barksdale to acquire up to a 67.5% undivided interest in the Sunnyside Project in two stages, with Barksdale entitled to acquire an initial 51% interest in the Sunnyside Project upon making certain cash payments, issuing a number of Barksdale shares and incurring certain qualified expenditures during the first two years of the option, following receipt of all required governmental permits. Following acquisition of the initial 51% interest in the Sunnyside Project, Barksdale will have the option to increase its interest to 67.5% of the Sunnyside Project upon payment of additional cash and share consideration and the incurring of additional qualified property expenditures. Following signing of the Sunnyside Agreement, in 2018 Barksdale made cash payments to the Company in the aggregate amount of $750,000 and issued to the Company 1,250,000 common shares of Barksdale.
In August 2020, the Company held its annual general meeting, at which a change of management and board occurred. Greg Thomas, the chief executive officer and president and a director of the Company did not stand for re-election at the meeting. Matthew Sauder, Martin Carsky, Derek Daly, Tony Louie, and Drew Brass were elected as directors, and following the meeting Matthew Sauder was appointed as chair of the board, president and chief executive officer and Derek Daly was appointed as chief financial officer.
In May 2021, the Company entered into a share purchase agreement with Barksdale providing for Barksdale to indirectly acquire 100% of the Sunnyside Project. The transaction required approval from 2/3 of the Regal shareholders to move forward. At a special general meeting called to consider the sale in July 2021, the required 2/3 shareholder approval was not obtained and the transaction was subsequently terminated.
On October 1, 2021, Matthew Sauder, Martin Carsky, and Derek Daly resigned from the Company's board and as officers of the Company.
On October 4, 2021, Barksdale, as assignee of various debt owed by the Company, delivered a notice of intention to enforce security pursuant to the Bankruptcy and Insolvency Act (Canada) and on October 14, 2021, the Company entered creditor protection under the Bankruptcy and Insolvency Act (Canada).
In January 2022, Greg Thomas, the former chief executive officer and president of the Company from 2010 to 2020, was reappointed as chief executive officer, president and a director of the Company.
In January 2022, the Company applied to the BCSC and obtained a partial revocation of the CTO in British Columbia to permit it to complete a private placement financing (the "Debenture Financing") under which it raised $2,885,000 through the issuance of secured convertible debentures (the "Debentures") to four investors in British Columbia and Yukon. The Debentures bear interest at 12% per annum and are convertible into units at a conversion price of $0.10 per unit. Each unit will be comprised of one common share and one-half share purchase warrant, with each whole warrant exercisable to acquire one common share for $0.20 for a period of two years from the date of issuance.
Using the proceeds from the Debentures and other funds, the Company repaid a total of $3,048,504 to various secured and unsecured creditors and was able to exit creditor protection.
In Q1 of 2023, pursuant to a second partial revocation of the CTO in British Columbia granted by the BCSC the Company raised a total of $350,000 from the sale of $0.10 units of its securities to investors in British Columbia and Colorado USA. Each unit was comprised of one common share and one half share purchase warrant, with each whole warrant exercisable to acquire one common share for $0.20 for a period of two years from the date of issuance. All the warrants expired unexercised in Q1 2025.
In September 2023 Barksdale received its last regulatory approval to commence exploration at the Sunnyside Property and in September 2024, pursuant to the Sunnyside Agreement, Barksdale fulfilled year 1 of its earn-in to the Sunnyside Project by completing C$3,000,000 in qualified exploration expenses, making a net payment of C$717,071, and issuing 3,850,000 Barksdale shares to the Company.
In February 2025 the Company's trustee in bankruptcy filed its final report to the bankruptcy court and the final order discharging the trustee was received on April 30, 2025.
Following the revocations of the CTOs, the Company will prepare for the expected vesting of Barksdale's 51% interest in the Sunnyside Project in September 2025. Assuming it completes its 51% earn in, Barksdale will have 120 days to elect to increase its interest to 67.5% in consideration for making an additional cash payment of $550,000, issuing an additional 4,900,000 Barksdale shares, and incurring an additional $6,000,000 in qualified expenditures, including 25,000 feet of drilling within the following two years. Once the joint venture commences with Barksdale at either 51% or 67.5%, Regal will hold two seats of a four person management committee that will oversee work programs to advance the Sunnyside Project. Regal will evaluate several financing options in order to participate fully in upcoming exploration programs to maintain its 49% or 32.5% interest, as the case may be.
About Regal Resources Inc.
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
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SOURCE: Regal Resources Inc.
