Renegade Gold Announces Bought Deal Private Placement for Gross Proceeds of C$5 Million

VANCOUVER, BC / ACCESS Newswire / November 12, 2026 / Renegade Gold Inc. (TSXV:RAGE)(OTCQB:RENGF)(FSE:0700) ("Renegade" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (" Red Cloud "), as sole underwriter and bookrunner, pursuant to which Red Cloud has agreed to purchase for resale any combination of the following on a "bought deal" basis in a private placement for aggregate gross proceeds of C$5,000,000 (the " Underwritten Offering "):

• units of the Company (the " Units ") at a price of C$0.27 per Unit, subject to the minimum sale of 5,555,556 Units for minimum gross proceeds of C$1,500,000.12 from the sale of Units; and
• common shares of the Company (the " FT Shares ", and collectively with the Units, the " Offered Securities ") at price of C$0.30 per FT Share.

Each Unit will consist of one common share of the Company (a " Unit Share ") and one common share purchase warrant (a " Warrant "). Each Warrant shall entitle the holder to purchase one common share of the Company (a " Warrant Share ") at a price of C$0.375 at any time on or before that date which is 36 months after the Closing Date (as herein defined). Each FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " Income Tax Act ").

In addition, the Company has agreed to grant to Red Cloud an option (the " Underwriter's Option ", and together with the Underwritten Offering, the " Offering "), exercisable in whole or in part by Red Cloud at any time up to 48 hours prior to the Closing Date, to purchase for resale up to an additional C$1,000,000 in any combination of Units and FT Shares at their respective offering prices.

The net proceeds from the sale of Units will be used by the Company for the advancement of the Company's projects in the Red Lake Mining District in Ontario as well as for general working capital purposes.

The gross proceeds from the sale of FT Shares will be used by the Company to incur resource exploration expenses which will constitute eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (collectively, the " Qualifying Expenditures ") related to the Company's gold projects in the Red Lake Mining District in Ontario and such Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares with an effective date of no later than December 31, 2026 in accordance with the Income Tax Act.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), the Offered Securities will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under National Instrument 45-106 - Prospectus Exemptions in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan. The Units may also be sold in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") and in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. The Unit Shares, FT Shares and Warrant Shares issuable upon the exercise of the Warrants will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date (as defined herein) as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities .

The Offering is scheduled to close on or about November 26, 2026 (the " Closing Date "), or such other date as the Company and Red Cloud may agree. Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.

About Renegade Gold Inc.

Renegade Gold Inc. is a gold exploration company with 1,542 km² of mineral claims in the Red Lake Mining District of northwestern Ontario. The Company is advancing its flagship Rebel Gold Deposit while building a greenfield discovery pipeline across the Confederation Belt, Gullrock, and Red Lake project areas. Renegade trades on the TSX Venture Exchange (RAGE), the OTCQB (RENGF), and the Frankfurt Stock Exchange (0700).

Renegade Gold Inc.

Devin Pickell
President, CEO and Director

info@renegadegold.com
Tel: 604-678-5308

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, statements regarding the Offering, the anticipated timing for completing the Offering, the approval of the Offering from the TSX Venture Exchange, the intended use of proceeds of the Offering and tax matters relating to the FT Shares. The words "anticipate," "significant," "expect," "may," "will" and similar expressions are intended to be among the statements that identify Forward-Looking Information. Forward-Looking Information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by such Forward-Looking Information. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, assumptions that general business and economic conditions will not change in a materially adverse manner; that all requisite approvals will be received; that all conditions to completion of the Offering (including receipt of all regulatory approvals) will be satisfied in a timely manner and all requisite information will be available in a timely manner. Factors that may cause actual results to vary materially include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, currency fluctuations, unanticipated operational or technical difficulties, risks related to unforeseen delays; general economic, market or business conditions, regulatory changes; timeliness of regulatory approvals, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. Readers are cautioned not to place undue reliance on this Forward-Looking Information. The Company does not assume the obligation to revise or update this Forward-Looking Information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

SOURCE: Red Cloud Securities Inc.