Xcite Resources Announces Concurrent Non-Brokered Private Placements of Hard-Dollar Units and Flow-Through Shares to Close with Existing Brokered Offerings

Executive Summary

• Xcite Resources Inc. announced concurrent non‑brokered private placements to complement its previously disclosed brokered offerings, targeting up to $7.4 million in gross proceeds.
• The offerings consist of a LIFE unit offering ($0.12 per unit), a flow‑through share offering ($0.16 per share), and matching non‑brokered units and flow‑through shares on the same terms.
• Proceeds will be used for general corporate purposes and to fund eligible Canadian exploration expenses (CEE) for the Uranium City project portfolio; a related $100,000 promissory note from the CEO is also disclosed.

Key Details

• Brokered Offerings (previously announced):
• LIFE Offering – up to 9,166,667 units @ $0.12/unit → max gross proceeds $1.10 M. Each unit = 1 common share + ½ warrant; warrants allow purchase of one share @ $0.20 after 60 days, exercisable for 48 months.

• FT Offering – up to 18,125,000 flow‑through shares @ $0.16/share → max gross proceeds $2.90 M.

• Non‑Brokered Offerings (new):

• Hard‑Dollar Unit Offering – up to 22,500,000 units @ $0.12/unit (same terms as LIFE).

• Flow‑Through Share Offering – up to 4,375,000 shares @ $0.16/share (same terms as FT).

• Total Potential Gross Proceeds: If all offerings are fully subscribed, $7.40 M. Minimum closing condition: LIFE Offering will close only if a combined minimum of $2.30 M is raised across brokered and non‑brokered offerings.

• Use of Proceeds:

• Net proceeds from the Non‑Brokered Unit offering → general corporate purposes.

• Gross proceeds from the Non‑Brokered FT share offering → to renounce eligible CEE for exploration at Uranium City (effective no later than 2025‑12‑31).

• Closing Dates: Expected around 2025‑10‑08 for both brokered and non‑brokered offerings.

• Finder’s Fees & Warrants: Up to 8 % of gross proceeds may be paid as finder’s fees; issuer may also grant finder’s warrants equal to 8 % of securities sold, exercisable at the offering price for 24 months post‑closing.

• Regulatory Framework: Offerings rely on NI 45‑106 prospectus exemptions; LIFE units are exempt from statutory hold periods under the listed issuer financing exemption, while all other securities have a four‑month‑plus‑one‑day hold period per NI 45‑102.

• Related Party Transaction: On 2025‑09‑30, Xcite issued a $100,000 interest‑free promissory note to CEO/director Jean‑François Meilleur for working capital; $60,000 used to pay Eagle Plains under option agreements. Note due ≤ 2026‑11‑30; may be repaid early and could be refinanced with proceeds from the LIFE or Non‑Brokered Unit offerings. Exempt from MI 61‑101 valuation/approval thresholds (< 25 % market cap).

• Amending Agreements with Eagle Plains Resources Ltd.: Six amendments postpone $1.20 M of work commitments (≈ $256,482 to 2025‑10‑31; ≈ $943,518 to 2025‑12‑31) for the Athabasca uranium property portfolio.

• Insider Participation: Company insiders may participate in both brokered and non‑brokered offerings.

• Shareholder Approval: Closing subject to CSE approval and written shareholder resolution (> 50 % of common shares).

Notable Quotes

• “We are pleased to announce these additional financing opportunities, which will provide the capital needed to advance our exploration program and support general corporate growth,” – Jean‑François Meilleur, CEO & Director.