Refined Energy Corp. Closes C$1,500,000 Charity Flow-Through Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Feb. 13, 2026 (GLOBE NEWSWIRE) — Refined Energy Corp. (CSE: RUU | OTC: RRUUF | FRA: CWA0) (“Refined” or the “Company“) is pleased to announce that it has closed the previously announced non-brokered “charity flow-through” private placement (the “CFT Private Placement”) of units in the capital of the Company (“Units”). Pursuant to the CFT Private Placement, the Company issued 1,428,572 Units at a price of C$1.05 per Unit for gross proceeds of C$1,500,000.60.
Each Unit consists of one “flow-through” common share in the capital of the Company (a “FT Share”) and one common share purchase warrant (“Warrant”), with each Warrant entitling the holder thereof to purchase one common share in the capital of the Company (“Common Share”) at a price of $1.05 until February 13, 2028, provided that the Warrants are subject to a hold period until April 14, 2026, during which time they may not be exercised.
The FT Shares and Warrants comprising the Units will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “Tax Act”) and as “eligible flow-through shares” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (the “SK Regulations”). Upon exercise of the Warrants, the underlying Common Shares will not be issued as “flow-through shares” within the meaning of the Tax Act.
The gross proceeds from the sale of the Units will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures”, as such terms are defined in the Tax Act, and to incur “eligible flow-through mining expenditures” pursuant to the SK Regulations (collectively, the “Qualifying Expenditures”), at the Company’s Dufferin Project, including to fund the expenditures of the Company’s phase one exploration program at the Dufferin Project, which is expected to commence in the first quarter of 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the Units effective on or before December 31, 2026.
The CFT Private Placement was completed in reliance on the listed issuer financing exemption from the prospectus requirements under Part 5A.2 of NI 45-106 National Instrument 45-106 – Prospectus Exemptions and the Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “LIFE Exemption”). Because the CFT Private Placement was completed pursuant to the LIFE Exemption, the securities issued pursuant to the CFT Private Placement are not subject to a hold period in accordance with applicable Canadian securities laws.
There is an offering document dated January 20, 2026 related to the CFT Private Placement that can be accessed under the Company’s profile at http://www.sedarplus.ca and on the Company’s website at https://refinedenergy.com. This offering document contains additional detail regarding the CFT Private Placement, including additional detail regarding the expected use of proceeds from the CFT Private Placement.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Refined Energy Corp
Refined is a junior mining company dedicated to identifying, evaluating and acquiring interests in mineral properties in North America. The Dufferin Project in the Athabasca Basin is the flagship project of Refined and a drill program is planned for 2026. Refined also has an option to earn up to a 100% interest in the Basin and Milner uranium properties in Saskatchewan. The Company continues to review other mineral properties in North America for possible acquisition in the future.
For further information, please contact
Eli Dusenbury
Chief Financial Officer
+1 (604) 398-3378
info@refinedenergy.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events.
In particular, this press release contains forward-looking information relating to, among other things, the CFT Private Placement, including the expected use of proceeds, and the expectation that the FT Shares will qualify as “flow-through shares” as defined in the Tax Act, and the Company’s planned 2026 exploration program at the Dufferin Project, including the timing thereof. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information, including the assumption that the Company will use the proceeds of the CFT Private Placement as anticipated and will complete the Company’s planned 2026 exploration program at the Dufferin Project on the timeline currently expected. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the risk that the Company does not use the proceeds from the CFT Private Placement as currently expected and the associated risks arising from such decision, including that the Company may be required to make payments to investors in the Offering and others as a result of a determination by the Company not to utilize the gross proceeds raised from the Offering for eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” within the meanings set out in the Tax Act; the risk that the FT Shares do not qualify as “flow-through shares” as defined in the Tax Act; risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined and the risk that exploration and development activities will cost more than the amount budgeted for such activities by the Company; risks relating to changes in mineral prices and the worldwide demand for and supply of minerals; risks related to increased competition and current global financial conditions; access and supply risks; risks associated with the Company’s reliance on key personnel; operational risks; regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; financing, capitalization and liquidity risks; title and environmental risks; and risks relating to the failure to receive all requisite regulatory approvals. The forward-looking information contained in this release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.
