Chicane Capital I Corp. and Elton Resources Corp. Enter Into Definitive Merger Agreement with Respect to Qualifying Transaction and Brokered Private Placement of Subscription Receipts

On May 27, 2026, Chicane Capital I Corp. and Elton Resources Corp. announced a definitive merger agreement for an arm’s‑length reverse takeover that will create the new “Elton Resources Corp.” as a TSX Venture Tier 2 mining issuer. The transaction is a three‑cornered amalgamation; existing Elton shareholders receive one post‑consolidation Chicane share for each Elton share held, and Chicane consolidates at 0.75:1. The deal is conditional on a concurrent brokered private placement of subscription receipts targeting $10 million to $15 million, priced at $0.20 per high‑demand unit and $0.22 per flow‑through unit, with three‑year warrants exercisable at $0.30. Generation Mining Limited will retain a 16% fully‑diluted stake in the resulting issuer and is owed $850,000 in remaining cash at closing. The resulting issuer will focus on the Darnley Bay Property in the Northwest Territories, a large gravity/magnetic anomaly prospective for nickel‑copper‑PGE.

The earlier April 16, 2026 letter of intent had already outlined the broad structure, the $10 million minimum financing, and the intended board and management (Carson Phillips as CEO, a five‑member board). The definitive agreement solidifies those terms, adds the upper end of the placement ($15 million), details warrant and agent compensation, and confirms the post‑transaction share capital at approximately 180.7 million undiluted shares.

The definitive agreement is an expected, incremental step following the binding LOI. It resolves uncertainty about whether the transaction would proceed, but the market had already absorbed the deal’s outlines. The financing size remains within the previously communicated $10‑15 million range; warrant terms are standard (three years, $0.30 strike) and the flow‑through mechanics are typical for Canadian mineral exploration. No material new positive catalysts emerge: no updated resource estimates, no off‑take agreements, no new strategic investors beyond Generation Mining’s already disclosed stake.

The most concrete new information is the post‑transaction capitalization (180.7 million shares undiluted) and the precise share distribution, which allows investors to model dilution from the warrants. The cash burn needed to advance Darnley Bay is not addressed beyond the $10‑15 million raise, leaving open questions about how far that capital will carry exploration. While the definitive agreement removes a deal‑closure risk, it does not alter the fundamental value proposition. The impact is therefore mildly positive but routine.

Upon completion of the RTO, Elton Resources Corp. will be a TSX Venture Tier 2 mining issuer advancing the Darnley Bay Property in the Inuvialuit Settlement Region near Paulatuk, Northwest Territories. The property covers a large coincident gravity (132 mGal amplitude, ~80 km by 100 km) and magnetic (1,350 nT) anomaly, drawing comparisons to world‑class magmatic Ni‑Cu‑PGE camps like Noril’sk, Sudbury, and the Bushveld Complex. The company’s near‑term objective is to confirm magmatic sulphide mineralization through drilling.