New Age Metals closes $2.45M first tranche of placement

Executive Summary

• New Age Metals Inc. closed the first tranche of a non‑brokered private placement, raising $2.45 million in gross proceeds.
• The financing consisted of 1,730,771 flow‑through (FT) units at $0.26 each and 9,090,910 non‑flow‑through (NFT) units, with the majority purchased by insider Eric Sprott.
• Proceeds will be allocated to exploration and development of projects in Newfoundland, Ontario and Manitoba (FT proceeds) and to general working capital (NFT proceeds).

Key Details

• Units Issued
• FT Units: 1,730,771 @ $0.26 per unit → $449,800 gross.
• NFT Units: 9,090,910 @ $0.22 per unit → $2,000,200 gross.
• Unit Structure
• Each FT unit = 1 flow‑through common share + ½ warrant (full warrant = right to purchase 1 additional share at $0.40 for 3 years).
• Each NFT unit = 1 common share + ½ warrant (same exercise terms as FT warrants).
• Finder’s Fees
• Cash fee: $27,000.02 paid to GloRes Securities Inc. and PB Markets Inc.
• Finder warrants: 142,307 non‑transferable warrants exercisable at $0.26 for 3 years (no fees for NFT tranche).
• Hold Period: All securities subject to a four‑month‑and‑a‑day hold expiring Feb 4 2026 under Canadian securities law.
• Use of Proceeds
• FT proceeds → exploration & development of projects in Newfoundland, Ontario, Manitoba.
• NFT proceeds → exploration and general working capital.
• Insider Participation
• Eric Sprott (through 2176423 Ontario Ltd.) purchased the entire NFT tranche: 9,090,910 units @ $0.22 = $2,000,200.20.
• Pre‑placement ownership: ~12.875 M common shares (≈23.2% non‑diluted).
• Post‑placement ownership: 21.965 M common shares + 4.545 M warrants, representing ≈33.1% non‑diluted and 37.4% partially diluted.
• Related‑Party Transaction
• The NFT purchase is a related‑party transaction under MI‑61‑101; exemptions applied because the fair market value and consideration did not exceed 25 % of market cap.
• Material change report to be filed within 21 days prior to closing (not filed earlier as insider participation details were unknown).
• Regulatory Approval: Subject to TSX Venture Exchange approval.

Notable Quotes

(No direct CEO/President quotes provided in the release.)