Investors

Vancouver, British Columbia, January 24, 2022. Regal Resources Inc. (the “Company” or “Regal”) announces that it intends to complete a private placement financing (the “Financing”) to raise gross proceeds of up to $3.5 million through the issuance of secured convertible debentures (the “Debentures”). The Debentures will mature and be payable by the Company two years after issuance. The Debentures will accrue interest at a rate of 12% per annum, payable annually in cash, or, at the election of the Company, in common shares of the Company (each a “Share”) at deemed value of $0.10 per Share. The Debentures will be secured against the common shares of the Company’s wholly-owned subsidiary, Regal Resources USA, Inc., which holds an interest in the Sunnyside project, located in Arizona. The Debentures will be convertible by the holders thereof at any time into units (each a “Unit”) at a price of $0.10 per Unit, with each Unit being comprised of a Share and one-half of a common share purchase warrant (each whole warrant a “Warrant”). Each whole Warrant will be exercisable by the holder thereof to acquire an additional Share at an exercise price of $0.20 for a period of two years after issuance.

The Company has applied to the British Columbia Securities Commission (the “BCSC”) for a partial revocation of the cease trade order (the “CTO”) in respect of the securities of the Company issued in 2015, to allow the completion of the Financing. Closing of the Financing remains subject to the grant of the partial revocation order by the BCSC.

The Company entered creditor protection under the Bankruptcy and Insolvency Act on October 14, 2021. The Company intends to use a portion of the net proceeds of the Financing to repay the Company’s secured and unsecured creditors, and thereby exit creditor protection. The balance of the net proceeds of the Financing will provide the Company with working capital while the Company fulfills its outstanding continuous disclosure obligations and applies to for a full revocation of the CTO. The Company anticipates that, subject to the completion of the Financing, it will be in a position to seek a full revocation of the CTO during the first calendar quarter of this year.

The Company also announces that Greg Thomas, the former Chief Executive Officer and President of the Company from 2010 to 2020, has been reappointed as Chief Executive Officer, President and a director of the Company.

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

This news release contains forward-looking statements that are based on the Company’s current expectations and estimates. 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 press release include the Company’s plans with respect to completing the Financing, the use of proceeds therefrom, and the partial and full revocation of the CTO. Such 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 such forward-looking statements. Such factors include, among others, receipt of regulatory approvals, the actions of third parties that have entered into contracts with 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 disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.