Upside Gold Corp. Closes Private Placement Raising Over $5 Million
CALGARY, ALBERTA — June 12, 2026 — Leads & Copy — Upside Gold Corp. (CSE:UG) has successfully closed a brokered private placement, raising aggregate gross proceeds of $5,137,600. Beacon Securities Limited served as the sole agent and bookrunner for the offering.
The company issued a total of 1,600,000 non-flow-through units (NFT Units) at $1.25 per unit, 1,215,000 flow-through units (FT Units) at $1.44 per unit, and 800,000 premium flow-through units at $1.735 per unit. NFT Units include one common share and one-half of a common share purchase warrant. FT Units, which qualify as flow-through shares under the Income Tax Act (Canada), also include one common share and one-half of a warrant.
Each warrant grants the holder the right to acquire one common share of Upside Gold at $1.80 per share for a period of 36 months. The company may accelerate the expiry date of these warrants if the common shares trade on the Canadian Securities Exchange (CSE) at or above $3.00 for 30 consecutive days, based on a daily volume-weighted average price. If this trading target is met, Upside Gold will issue a press release announcing the accelerated expiry date, which will fall on the earlier of the 30th day after notice or the original expiry date.
The offered securities were made available to purchasers in Canadian provinces and to eligible purchasers in other agreed-upon jurisdictions outside of Canada. In the United States, the securities were offered to Qualified Institutional Buyers via private placement, in accordance with Rule 144A under the U.S. Securities Act of 1933. Securities sold in the U.S. were issued as restricted securities.
All offered securities and warrant shares are subject to a four-month hold period under Canadian securities laws. The closing of the offering is pending final approval from the CSE.
In connection with its services, Beacon Securities Limited received a cash fee of $308,256 and 216,900 compensation options. Each compensation option allows the holder to purchase one common share of Upside Gold at $1.25 until June 12, 2028.
Proceeds from the sale of FT Securities will be utilized by Upside Gold to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures, specifically related to the company’s projects in British Columbia, Canada. These expenditures must be incurred by December 31, 2027. The expenditures will be renounced in favour of the FT Securities subscribers effective December 31, 2026.
Upside Gold Corp. is a Canadian gold-copper exploration company with an option agreement to acquire a 100% interest in the Kena Gold-Copper Project in southeastern British Columbia. The project encompasses 198 mineral claims covering 10,114.8 hectares, plus 11 crown grants covering approximately 92 hectares.
The Kena Project contains a historical gold resource, with an Indicated Mineral Resource of 32,146,000 tonnes averaging 0.544 g/t Au for 0.561 million ounces of gold, and an Inferred Mineral Resource of 177,507,000 tonnes averaging 0.486 g/t Au for 2.77 million ounces of gold. This historical estimate is detailed in a technical report prepared by Moose Mountain Technical Services and filed on SEDAR. A Qualified Person has not yet classified this historical estimate as current mineral resources, and Upside Gold Corp. is not treating it as such. Additional drilling is required to upgrade the historical estimate to current mineral resources.
Source: Upside Gold Corp.
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