Fuerte Announces Closing of Subscription Receipt Private Placement

Executive Summary

• Fuerte Metals closed a private placement of 34,848,485 subscription receipts for gross proceeds of approximately $57.5 million.
• Net proceeds will be used to fund the cash component of the previously announced acquisition of the Coffee Gold Project from Newmont and to advance exploration/development at Coffee, with any remainder for general corporate purposes.
• Each subscription receipt will convert into one Fuerte unit (one common share + one warrant at $2.50 exercise price, five‑year term) upon the amalgamation of Finco with a subsidiary of Fuerte, subject to escrow release conditions by Dec 31 2025.

Key Details

• Offering Structure: Private placement conducted by 1555489 B.C. Ltd. (Finco) with Stifel Canada and BMO Capital Markets as co‑lead agents; syndicate includes National Bank Financial, Desjardins Capital Markets, Ventum Financial.
• Price & Quantity: $1.65 per subscription receipt; total of 34,848,485 receipts issued → $57.5 M gross proceeds.
• Escrow Arrangement: Gross proceeds (less agent expenses) placed in escrow; release contingent on satisfaction of corporate, shareholder, and regulatory approvals for the Coffee acquisition (the “Escrow Release Conditions”).
• Conversion Mechanics: Upon successful amalgamation of Finco with 1555485 B.C. Ltd., each receipt automatically converts into one unit consisting of:
• 1 common share of Fuerte Metals Corp.
• 1 common share purchase warrant (exercise price $2.50, five‑year expiry).
• Escrow Release Deadline: 5:00 p.m. Toronto time, December 31 2025. If conditions not met, investors receive a return of the offering price plus accrued interest; receipts are cancelled.
• Agent Compensation: Cash commission equal to 6% of gross proceeds (3% payable to purchasers on the President’s List).
• Insider Participation: Directors, officers, and other insiders purchased 5,479,000 subscription receipts; transaction qualifies as a related‑party transaction under MI 61‑101 but is exempt from formal valuation/minority approval because it represents ≤25 % of market cap.
• Regulatory Notes: Offering remains subject to TSX Venture Exchange approval; securities not registered in the U.S. and may not be offered/sold there absent exemption.

Notable Quotes

Tim Warman, CEO & Director: “The successful closing of this offering provides us with the necessary capital to complete the Coffee acquisition and move forward with exploration and development activities that are critical to delivering long‑term value for our shareholders.”