Fredonia plans early warrant exercise incentive program

Executive Summary

• Fredonia Mining proposes to amend the exercise price of its $1.40 and 50‑cent warrants and to launch an early‑exercise incentive program for its 30‑cent warrants, aiming to generate additional proceeds for corporate development.
• The $1.40 warrants (4,818,932 effective) would have their price reduced from $1.40 to $0.45, with an accelerated expiry clause triggered if the share price exceeds $0.57 for ten consecutive trading days.
• The 30‑cent warrant incentive program would issue one additional 60‑cent warrant for each 30‑cent warrant exercised during a 30‑day window (Dec 18 2025 – Jan 19 2026), potentially creating up to 6,480,001 new common shares.

Key Details

• Warrant Structure Overview – Three series of warrants outstanding; numbers presented on a post‑consolidation basis (1‑new‑for‑5‑old).
• $1.40 Warrants
• Outstanding: 4,818,932 (effective) units.
• Proposed exercise price reduction: from $1.40 to $0.45 per share (post‑consolidation).
• Accelerated expiry clause: if TSX‑V closing price ≥ $0.57 for ten consecutive trading days, the remaining term compresses to a 30‑day exercise window, beginning ≤ 7 calendar days after the trigger.
• Lead agent holds 297,042 warrants; these are excluded from the amendment.
• 50‑Cent Warrants
• Outstanding: 1,755,448 (effective) units.
• Proposed exercise price reduction: from $0.50 to $0.45 per share.
• No accelerated expiry clause (original expiry Feb 16 2026 remains).
• Insider holdings: 456,824 warrants (>10% of series); only up to 175,544 insider warrants (10% of total) will receive the price reduction on a pro‑rata basis.
• 30‑Cent Warrants – Early Exercise Incentive Program
• Outstanding: 6,666,667 (effective) units issued in Sept 2024 financing.
• Incentive period: Dec 18 2025 – Jan 19 2026 (30 calendar days).
• Incentive offer: for each exercised 30‑cent warrant, issue one additional warrant to acquire a common share at $0.60 exercise price, exercisable for 24 months from issuance.
• Expected additional shares if fully taken up: 6,480,001 common shares.
• Insider holdings: 853,333 warrants (>10%); incentive limited to 666,667 insider warrants (10% of total).
• Regulatory Conditions – All amendments and the incentive program require consent from warrant holders (where applicable) and final approval by the TSX Venture Exchange and other regulatory bodies.

Notable Quotes

(No direct quotes were provided in the release.)