Vancouver, British Columbia--(Newsfile Corp. - November 14, 2023) - Sego Resources Inc. (TSXV: SGZ) ("Sego" or "the Company") - Sego is proposing to raise up to a total of $500,000 by way of a non-brokered private placement of critical minerals flow-through units at $0.04 per unit and non-flow-through units at $0.02 per unit.

The offering will consist of up to 10,000,000 critical minerals flow-through units ("FTU") at $0.04 per unit for gross proceeds of up to $400,000 and up to 5,000,000 non-flow-through units ("NFTU") at $0.02 per unit for gross proceeds of up to $100,000. The flow-through units and non-flow-through units may vary in totals depending on demand. The total of the financing is expected to be $500,000.

Each FTU will consist of one flow-through common share and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at $0.08 for two years from closing of the private placement. Each NFTU will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase an additional common share at $0.05 for two years from the closing of the private placement.

The placement may close in several tranches and insiders may participate in the private placement. The flow-through proceeds will be expended on continued exploration on the Company's Miner Mountain Copper-Gold Alkalic Porphyry project, near Princeton, BC. The non-flow-through proceeds will be used for working capital and general corporate purposes.

Finder's fees may be payable on all or a portion of the offering and will consist of a cash fee of 7% and a broker's warrant where applicable, which will entitle the holder to subscribe for one common share for two years from the closing date of the offering at $0.08 per share.

This offering will be subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the TSX Venture Exchange and other customary conditions. All of the securities sold pursuant to the offering will be subject to a four-month hold period from the date of closing.

The Company also plans to utilize British Columbia Instrument 45-536 which opens private placements to non-accredited investors provided the purchaser has obtained advice regarding the suitability of the investment and that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. Completion of the private placement is subject to the TSX Venture Exchange approval.

There is no minimum offering size for the private placement and the maximum number of units proposed to be issued is 15,000,000 units for gross proceeds of $500,000. The Company fully expects to spend the funds as stated; there may be circumstances, for sound business reasons, where a reallocation of funds may be necessary.

The gross proceeds from the FT offering will be used for Canadian exploration expenses as such term is defined in Paragraph (f) of the definition of Canadian exploration expense in Subsection 66.1(6) of the tax act, flow-through mining expenditures as defined in Subsection 127(9) of the tax act that will qualify as flow-through mining expenditures, and B.C. flow-through mining expenditures as defined in Subsection 4.721(1) of the Income Tax Act (British Columbia), which will be incurred on or before Dec. 31, 2024, and renounced with an effective date no later than Dec. 31, 2023. British Columbia super flow -- the British Columbia mining flow-through share (B.C. MFTS) tax credit allows B.C. residents who invest in flow-through shares to claim a provincial non-refundable tax credit of 20 per cent of their B.C. flow-through mining expenditures. B.C. flow-through mining expenditures are specific exploration expenses incurred by a PBC (public business corporation) and renounced by a corporation issuing the flow-through shares.

There is no material change about the issuer that has not been generally disclosed.

For further information please contact:
J. Paul Stevenson, CEO (604) 682-2933

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 release. No regulatory authority has approved or disapproved the information contained in this news release.

This release includes certain statements that may be deemed "forward-looking statements." All statements in this release, other than statement of historical facts that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects re forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, statements are not guarantees of future performance and actual results or developments may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements.

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