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.
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CFT Unit: 1 flow‑through common share + ½ warrant; price $0.27 per unit.
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Offering Structure – Non‑LIFE Offering
- Up to 2 million units at $0.20 each → maximum gross proceeds $400,000.
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Each unit: 1 common share + ½ warrant.
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Warrant Terms (both offerings)
- One whole warrant per unit (split between two units).
- Exercise price: $0.30 per share.
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Term: 24 months from issuance.
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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.
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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.
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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.
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LIFE HD & Non‑LIFE Unit net proceeds → general corporate and working capital purposes.
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Finder Compensation
- Cash commission up to 7% of gross proceeds.
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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.
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Closing Timeline
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Expected closing on or about February 25 2026, subject to regulatory approvals.
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Related Party Promissory Notes
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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).
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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.”