Allegiance Resources Announces Non-Brokered LIFE Private Placement of up to $900,000

Vancouver, British Columbia--(Newsfile Corp. - October 21, 2026) - Allegiance Resources Corp. (CSE: ALLG) (FSE: BG5) (formerly Pegmatite One Lithium and Gold Corp.) ("Allegiance" or the "Company") is pleased to announce a non-brokered private placement of a minimum of 3,571,429 units of the Company (each, a "Unit") and a maximum of 6,428,571 Units at a price of C$0.14 per Unit for minimum gross proceeds of C$500,000.06 (the "Minimum Offering") and maximum gross proceeds of C$899,999.94 (approximately C$900,000) (the "Offering").

Units and Warrants

Each Unit will consist of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one Share at an exercise price of C$0.35 commencing on the date that is 61 days following the applicable closing date and expiring at 5:00 p.m. (Vancouver time) on the date that is 24 months following that closing date. No Warrant may be exercised during the first 60 days following the applicable closing date.

Listed Issuer Financing Exemption

The Units will be offered to purchasers resident in each of the provinces of Canada, other than Québec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "Listed Issuer Financing Exemption"). The Company is relying on the exemptions in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued to purchasers in Canada under the Offering will not be subject to a hold period under applicable Canadian securities laws.

There is an offering document dated October 20, 2026 related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://allegianceresources.com/ (the "Offering Document"). Prospective investors should read the Offering Document before making an investment decision.

General

The Company intends to use the net proceeds of the Offering for exploration on the Company's properties and for general working capital. The Company may pay finders' fees in connection with the Offering in accordance with the policies of the Canadian Securities Exchange and applicable securities laws.

The Offering may close in one or more tranches, with the final closing to occur no later than November 6, 2026. The Company must raise the Minimum Offering amount before the first closing and will not close the Offering unless it reasonably believes it has sufficient available funds to meet its business objectives and liquidity requirements for at least 12 months following closing. Closing of the Offering is subject to certain conditions, including the approval of the Canadian Securities Exchange.

Related Party Participation

Certain insiders of the Company may participate in the Offering. Any such participation will be a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101. Neither the fair market value of the securities issued to, nor the consideration paid by, the related parties will exceed 25% of the Company's market capitalization.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Allegiance Resources Corp.

Allegiance Resources Corp. is engaged in the acquisition, exploration and development of mineral resource properties, with a focus on tungsten and other critical metals in Canada and the United States. Through its wholly owned U.S. subsidiary, Wolfram Critical Minerals Inc., the Company holds a 100% interest in the Golden Scheelite Tungsten Project in Nevada. The Company has entered into an asset purchase agreement to acquire a 100% interest in the Thanksgiving, Five T's and Rio Grande tungsten projects in British Columbia, subject to satisfaction of the applicable closing conditions.

For further information, please contact Kelly Abbott or view the Company's filings at www.sedarplus.ca.

On Behalf of the Board of Directors

Kelly Abbott, CEO
Phone: +1 (416) 481-2222 x228
Email: [email protected]
Website: https://allegianceresources.com/

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statement Regarding "Forward-Looking" Information

This news release includes certain statements that may be deemed "forward-looking statements". Forward-looking statements in this news release include, but are not limited to, statements about the Offering, the expected closing of the Offering, the use of proceeds, the payment of finders' fees and the participation of related parties in the Offering. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the ability to complete the Offering on the terms described or at all, receipt of Canadian Securities Exchange approval, market prices, continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320125