Adamera Repricing Private Placement

On December 16, 2025, Adamera Minerals issued two press releases. The first, in the morning, announced positive analytical results from a soil sampling program at the Max Prospect on its South Hedley Project in B.C. The results expanded a known gold anomaly and identified a new strong copper anomaly, with the company noting it provides a "clear path forward" and that they would be drafting drill permits for immediate submittal.

The second release, in the afternoon, announced a repricing of its private placement, originally announced on October 9, 2025. The company is now seeking to raise C$724,045 by offering: - 9,164,000 units at $0.055 per unit (previously 5.6M units at $0.09). Each unit consists of one common share and one warrant exercisable at $0.12 for 24 months (previously $0.15). - 3,385,000 flow-through (FT) units at $0.065 per unit (previously 2.0M units at $0.11). Each FT unit consists of one FT common share and one-half of a warrant, with the same terms as the unit warrants.

The use of proceeds remains for exploration in Washington State and on the South Hedley Project in B.C., as well as for working capital.

The repricing of the private placement is a material negative event that overshadows the routine positive exploration update from the same day. While the soil sampling results are encouraging and advance the South Hedley project, the inability to close the financing on its original terms announced over two months ago is a significant red flag.

This down-round financing signals weak market demand and a lack of investor confidence. The original unit price was $0.09; the new price of $0.055 represents a 39% discount. The stock has been trading near its 52-week low of $0.05, indicating the company was forced to price the deal at-the-market with no premium, a sign of a company in a poor negotiating position.

The financial statements as of September 30, 2025, show a cash position of only $53,575 against current liabilities of approximately $467,000 (including accounts payable and amounts due to related parties), resulting in a significant working capital deficit. The company is effectively insolvent and this financing is a necessity for survival, not just for exploration. The timing of the positive exploration news on the morning of the repricing announcement appears to be a classic attempt to soften the blow of what is clearly bad news for existing shareholders.

The financing, if it closes, will be highly dilutive. It will issue approximately 12.55 million new shares on a pre-financing base of ~32.1 million shares (a 39% dilution) and add an additional ~10.8 million warrants. This creates a significant overhang that will likely cap any near-term stock appreciation. The repricing demonstrates the company's severe financial distress and its weak bargaining position in the capital markets.

Adamera Minerals Corp. is a junior exploration company focused on precious metals in the western United States and Canada. The company has a portfolio of early-stage exploration projects. Recently, the primary focus has shifted to the South Hedley Gold-Copper Project in British Columbia. This 18,714-hectare property is located in a historically significant mining district near the past-producing Nickel Plate and Mascot gold mines. Exploration in 2025 has identified two key prospects, "Max" and "Glix," which have returned highly anomalous gold, copper, and arsenic in soil and rock samples. The company is advancing these prospects toward a drill-ready stage.

Other key projects include: - Flag Hill South (Washington): An epithermal gold-silver project where drilling in early 2025 returned modest grades (e.g., 3.0 g/t Au over 2.0 m). - Empire Creek Gold (Washington): A drill-ready epithermal target. - Buckhorn 2.0 (Washington): Skarn-hosted gold-copper targets surrounding a past-producing mine. - Talisman (Washington): A copper-silver-tungsten project the company is looking to joint venture.