Investors

Vancouver, British Columbia, February 28, 2023. Regal Resources Inc. (the “Company” or “Regal”) is pleased to announce that it has completed a second tranche of $100,000 (“Second Tranche”) of its previously announced (see news release disseminated December 7, 2022) private placement financing of units (“Units”) of its securities for gross proceeds of up to $350,000 (the “Private Placement”). Each Unit is comprised of one common share (each a “Share”) and one half of one 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 of $150,000 on January 25, 2023 (see news release disseminated January 31, 2023).

The Second 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, the following (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, including the Shares and Warrants 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 or the Warrants exercised until full revocation of the CTOs, of which there is no guarantee.

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 Columbian, 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 completion of the Private Placement and 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.