Arizona Tribune - Irving Resources Reports Non-Brokered Private Placement

VANCOUVER, BC / ACCESS Newswire / May 27, 2025 / Irving Resources Inc. (CSE:IRV)(OTCQX:IRVRF) ("Irving" or the "Company") is pleased to announce its intention to undertake a non-brokered private placement (the "Private Placement") to raise gross proceeds of approximately $1,310,000 by the issuance of units of Irving (each, a "Unit") at a price of $0.20 per Unit. Each Unit will consist of one common share of the Company (each, a "Share") and one transferrable Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to purchase one Share for a period of three years from the date of issuance at a price of $0.40 per Share.

The Company intends to apply the net proceeds from the Private Placement towards resource exploration properties in which Irving holds an interest and towards general working capital.

All securities issued by the Company under the Private Placement will be subject to a statutory hold period, in accordance with applicable Canadian securities laws, expiring four months after the date of issuance of the securities. The securities are not subject to a hold period under the policies of the Canadian Securities Exchange (the "CSE").

It is expected that insiders of the Company will participate in the Private Placement and that such participation will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. It is further expected that the material change report concerning the Company's intention to undertake the Private Placement will be filed less than 21 days before the closing date of the Private Placement, and the Company believes that it will be reasonable to do so because it will be prudent to close the Private Placement at the earliest possible opportunity.

About Irving
Irving is a junior exploration company with a focus on gold in Japan. Irving resulted from completion of a plan of arrangement involving Irving, Gold Canyon Resources Inc. and First Mining Finance Corp. Additional information can be found on the Company's website: www.IRVresources.com.

Akiko Levinson,
President, CEO & Director

For further information, please contact:
Tel: (604) 682-3234 Toll free: 1 (888) 242-3234 Fax: (604) 971-0209
[email protected]

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to any "U.S Person" (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information
Some statements in this news release may contain forward-looking information within the meaning of Canadian securities legislation including, without limitation, statements as to the Company's intention to complete, the anticipated size of, and the Company's intended use of proceeds from the Private Placement. Forward-looking statements address future events and conditions and, as such, involve 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 statements. Such factors include, without limitation, customary risks of the mineral resource exploration industry, the availability to Irving of sufficient cash to fund any planned drilling and other exploration activities, as well as the performance of services by third parties. Any forward-looking information contained herein reflects the Company's current beliefs and is based on information currently available to the Company and on ‎assumptions it believes are reasonable. These assumptions include, but are not limited to, that the board of directors of the Company will not determine that it is in the best interests of the Company to use the net proceeds from the Private Placement for a different purpose than as set out above. Except as required by law, the Company does not assume any obligation to update any forward-looking information in the event that the Company's beliefs or assumptions or other factors should change.

THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE

SOURCE: Irving Resources Inc

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