High Tide Resources Announces Non-Brokered Private Placements

Executive Summary

• High Tide Resources Corp. announced a non‑brokered private placement (“LIFE Offering”) to raise up to $6.225 million through LIFE HD Units ($0.20 each) and charity flow‑through (CFT) Units ($0.27 each).
• A concurrent “Non‑LIFE Offering” will sell up to 2 million units at $0.20 each for up to $400,000.
• Proceeds will fund Canadian exploration expenses on the Labrador West Iron Project and provide general corporate working capital; finder commissions and warrants are also disclosed.

Key Details

• Offering Structure – LIFE Offering
• Minimum sale: 7.5 million LIFE HD Units + 12.5 million CFT Units → minimum gross proceeds $4,875,000.
• Maximum aggregate gross proceeds: up to $6,225,000.
• LIFE HD Unit: 1 common share + ½ warrant; price $0.20 per unit.

• CFT Unit: 1 flow‑through common share + ½ warrant; price $0.27 per unit.

• Offering Structure – Non‑LIFE Offering

• Up to 2 million units at $0.20 each → maximum gross proceeds $400,000.

• Each unit: 1 common share + ½ warrant.

• Warrant Terms (both offerings)

• One whole warrant per unit (split between two units).
• Exercise price: $0.30 per share.

• Term: 24 months from issuance.

• Exemptions & Hold Periods

• LIFE Offered Securities rely on NI 45‑106 “listed issuer financing exemption” (LIFE Exemption) in multiple Canadian provinces and certain foreign jurisdictions.
• Non‑LIFE Units offered under other NI 45‑106 exemptions.

• No hold period for common shares underlying LIFE HD Units and CFT Shares; a four‑month + one‑day hold applies to Common Shares from Non‑LIFE Units if issued before four months after issuance.

• Use of Proceeds

• CFT Unit proceeds (full amount) → “Canadian exploration expenses” for drill program, metallurgical testwork, and environmental baseline study at Labrador West Iron Project; to be renounced to CFT purchasers by Dec 31 2026.

• LIFE HD & Non‑LIFE Unit net proceeds → general corporate and working capital purposes.

• Finder Compensation

• Cash commission up to 7% of gross proceeds.

• Finder Warrants equal to up to 7% of Offered Securities sold; each warrant allows purchase of one Non‑LIFE Unit at $0.20 for 24 months from closing.

• Closing Timeline

• Expected closing on or about February 25 2026, subject to regulatory approvals.

• Related Party Promissory Notes

• Effective Jan 31 2026, five promissory notes issued to directors/officers/service providers totaling $329,084.80; interest‑free, due by Jan 31 2028; exempt from MI 61‑101 valuation/approval thresholds (≤25% of market cap).

• Regulatory Disclaimers

• Securities not registered under U.S. securities laws; offering restricted to persons outside the United States per Regulation S.

Notable Quotes

• Steve Roebuck, CEO and Director: “The LIFE Offering provides us with essential capital to advance exploration at our flagship Labrador West Iron Project while also delivering a socially responsible investment opportunity through our charity flow‑through units.”