American Critical Minerals Announces $4.0 Million Bought Deal Offering and Concurrent $2.0 Million Non-Brokered Private Placement

Executive Summary

• American Critical Minerals Corp. entered into a bought‑deal underwriting agreement with Research Capital Corporation for 11,429,000 units at $0.35 per unit, targeting gross proceeds of $4,000,150.
• The company simultaneously announced a non‑brokered private placement of up to 5,714,286 units at the same price, potentially raising an additional $2,000,000.
• Combined, the transactions are expected to generate up to $6 million in gross proceeds for working capital and general corporate purposes.

Key Details

• Underwritten Offering
• Underwriter: Research Capital Corporation (sole underwriter & bookrunner)
• Units offered: 11,429,000
• Price per unit: $0.35
• Gross proceeds: $4,000,150
• Unit composition: 1 common share + ½ warrant (each whole warrant allows purchase of one common share at $0.45)
• Warrants exercisable after 60 days post‑closing; term 36 months.
• Underwriter’s cash commission: 7.0% of gross proceeds.

• Broker warrants: equal to 7.0% of units sold, exercisable at the offering price for 36 months.

• Concurrent Non‑Brokered Private Placement

• Units offered: up to 5,714,286
• Price per unit: $0.35

• Maximum gross proceeds: $2,000,000

• Overall Financing Structure

• Total potential gross proceeds: up to $6,000,150 (rounded to $6 million).

• Use of proceeds: working capital and general corporate purposes.

• Underwriters’ Option

• Ability to increase the offering by up to an additional 15% of the base units (≈1,714,350 units) exercisable up to 48 hours before closing.

• Closing Timeline

• Expected closing week: around October 27, 2025, subject to regulatory approvals including conditional approval from the Canadian Securities Exchange.

• Regulatory & Offering Framework

• Offered under the listed issuer financing exemption (NI 45‑106) in all Canadian provinces except Quebec and other qualifying jurisdictions, including the United States.
• Units will be “free‑trading” immediately upon issuance.

Notable Quotes

• “The net proceeds from the Offering of the Units will be used for working capital and general corporate purposes.” – Simon Clarke, President & CEO

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s filings.