American Critical Minerals Announces Closing of Bought Deal Offering (including Full Exercise of the Underwriter's Option) and Non-Brokered Offering for Aggregate Gross Proceeds of Approximately $7,451,000
Executive Summary
- American Critical Minerals Corp. closed a combined “bought‑deal” financing raising approximately $7.45 million in gross proceeds.
- The offering consisted of 15,574,450 brokered units at $0.35 each (≈ $5.45 M) and 5,714,286 non‑brokered units at the same price ($2.00 M).
- Proceeds will fund an initial drill program at the Green River Project to confirm potash, lithium and bromine targets, as well as working capital and general corporate purposes.
Key Details
- Units Issued – Brokered Offering: 15,574,450 units @ $0.35 per unit → $5,451,000 gross proceeds (including full exercise of underwriter’s option).
- Underwriter: Research Capital Corporation (sole bookrunner).
- Units Issued – Non‑Brokered Private Placement: 5,714,286 units @ $0.35 per unit → $2,000,000.10 gross proceeds.
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Total Gross Proceeds: Approximately $7,451,000.
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Unit Composition: Each unit = 1 common share + ½ of a common‑share purchase warrant.
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Warrant Terms: Exercise price $0.45 per share; exercisable for 36 months after closing; cannot be exercised until 60 days post‑closing.
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Underwriter Compensation: Cash commission equal to 7.0% of brokered gross proceeds plus non‑transferable broker warrants equal to 7.0% of units sold in the brokered portion.
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Finder’s Fee (Non‑Brokered): $137,882.50 cash; issuance of 393,950 broker warrants to finders (subject to a statutory hold period of four months and one day).
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Insider Participation: COO/Director Dean Besserer purchased 50,000 units for $17,500 in the non‑brokered placement (related‑party transaction below 25 % market cap threshold; exempt from formal valuation/minority approval).
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Use of Proceeds:
- Launch initial drill program targeting potash, lithium and bromine at the Green River Project.
- Confirm and update historic drill data.
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Working capital and general corporate purposes.
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Closing Dates & Agreements: Underwriting agreement dated November 3 2025; closing of both brokered and non‑brokered offerings on same date.
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Regulatory Exemptions: Units offered under the listed issuer financing exemption (NI 45‑106 Part 5A) across Canada (except Quebec) and other qualifying jurisdictions, including the U.S. (exempt from registration).
Notable Quotes
“We are very pleased with the level of support that we received for this financing. The Company is now funded to commence confirmation and resource drilling at its Green River Project… ” – Simon Clarke, President & CEO
The release contains forward‑looking statements regarding use of proceeds, exploration targets and project timelines.