Original News Release
Central Iron Ore closes $1.83-million rights offering
Mr. David Deitz reports
CENTRAL IRON ORE'S RIGHTS OFFERING SUCCESSFULLY CLOSED RAISING $1.83M
Further to the press release of Dec. 15, 2025, Central Iron Ore Ltd. has completed its rights offering to eligible holders of the ordinary shares in the capital of the company at the close of business on the record date of Dec. 23, 2025.
Pursuant to the rights offering, the company issued a total of 25,476,484 units of the company, at a price of 7.2 cents per unit, for gross proceeds of $1,834,306.84. Each unit will be composed of one share and one share purchase warrant. Each warrant entitles the holder to acquire one share at an exercise price of 12 cents per share on or before Oct. 15, 2030. The warrants will not be listed for trading on any securities exchange; however, the warrants will be transferable.
Pursuant to the rights offering, Brooklyn Bay Pty. Ltd. (which is a wholly owned subsidiary of Gullewa Ltd.), an insider of the company, acquired an aggregate of 22,739,954 units. To the knowledge of the company after reasonable inquiry, no person became an insider or control person of the company as a result of the rights offering. No fees or commissions were paid by the company in connection with the rights offering.
David Deitz has control or direction over the shares that each of Gullewa and Brooklyn Bay holds. As a result, prior to closing the rights offering, Mr. Deitz beneficially owned or controlled, directly or indirectly, an aggregate of 24,101,954 shares, representing approximately 60.02 per cent of the issued and outstanding shares of the company on an undiluted and partially diluted basis. On closing of the rights offering, Mr. Deitz owned or controlled, directly or indirectly, an aggregate of 46,841,908 shares and 26.25 million warrants, representing approximately 71.37 per cent of the issued and outstanding shares on an undiluted basis and approximately 79.56 per cent on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Deitz, Gullewa and/or Brooklyn Bay may from time to time increase or decrease its respective holdings of shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.
The rights offering constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company acquired an aggregate of 22,739,954 units pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as applicable, as the company is not listed on a specified market and the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report more than 21 days before the closing of the rights offering because the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the rights offering.
As of the closing of the rights offering, the company has 65,632,218 common shares issued and outstanding. The rights offering remains subject to receipt of final acceptance of the TSX Venture Exchange.
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