Original News Release
EDM Resources prepares to list shares on OTCQB
Mr. Mark Haywood reports
EDM INITIATES OTCQB MARKET PREPARATION TO EXPAND U.S. INVESTOR ACCESS
EDM Resources Inc. has commenced preparations to list its common shares on the OTCQB Venture Market in the United States.
The president and chief executive officer, Mark Haywood, stated: "Expanding EDM's trading platform into the United States is a strategic step forward. A U.S. quotation will broaden investor access, enhance liquidity and increase our visibility within the North American capital markets. As we advance permitting at the Scotia mine and expand exploration activities, strengthening access to U.S. investors supports our long-term objective of unlocking shareholder value."
OTCQB market preparation
The company has engaged OTC Advisory Services Inc. to assist with the application process for admission to the OTCQB market. Services include preparation of required OTC Markets documentation, coordination of Form 211 filing with a Financial Industry Regulatory Authority-registered market maker, sponsorship requirements and assistance in obtaining DTC eligibility following FINRA clearance.
The OTCQB market is a United States trading platform operated by OTC Markets Group Inc. and is designed for entrepreneurial and development-stage companies that are current in their reporting and meet continuing financial and corporate governance standards.
Advantages of an OTCQB listing
An OTCQB quotation is intended to provide several strategic benefits to EDM:
Enhanced U.S. investor access: allows U.S.-based retail and institutional investors to trade EDM shares in U.S. dollars through U.S. brokerage platforms;
Improved liquidity: facilitates broader cross-border trading participation alongside EDM's TSX Venture Exchange listing;
Increased visibility: expands EDM's exposure to U.S. mining-focused investors, analysts and capital markets participants;
Streamlined settlement: Following FINRA Form 211 clearance and DTC eligibility, U.S. shares would be eligible for electronic clearing and settlement;
Strengthened capital markets positioning: establishes a dual-market presence in Canada and the United States as the company advances toward development milestones at the Scotia mine.
The OTCQB process requires submission of corporate, financial, and governance documentation and confirmation that the company meets international reporting standards. The company will provide further updates as milestones in the OTCQB application process are achieved.
There can be no assurance that the company's application will be approved or that a quotation will be obtained.
Other corporate matters
Pursuant to the company's stock option plan and subject to the approval of the TSX Venture Exchange, the board of directors has granted an aggregate of one million stock options to certain members of management. The options are exercisable at a price of 30 cents per common share and expire on Feb. 26, 2031. The options were granted as follows: 600,000 to Mark Haywood, president and chief executive officer; 200,000 to Arnab De, chief financial officer; and 200,000 to Manish Grigo, a consultant providing corporate development services to the company. The options vest in accordance with the terms of the company's stock option plan and the policies of the TSX Venture Exchange.
The company has issued an aggregate of 1,962,546 common shares to Novus Merchant Partners Inc. in payment for consulting services provided to the company. The payment shares were issued in the following amounts and at the following prices for services provided during the periods indicated:
Three-month period ended May 9, 2024: 166,667 payment shares at 18 cents per share ($30,000);
Three-month period ended Aug. 9, 2024: 230,769 payment shares at 13 cents per share ($30,000);
Three-month period ended Nov. 9, 2024: 230,769 payment shares at 13 cents per share ($30,000);
Three-month period ended Feb. 9, 2025: 230,769 payment shares at 13 cents per share ($30,000);
Three-month period ended May 9, 2025: 428,571 payment shares at seven cents per share ($30,000);
Three-month period ended Aug. 9, 2025: 375,000 payment shares at eight cents per share ($30,000);
Three-month period ended Nov. 9, 2025: 300,000 payment shares at 10 cents per share ($30,000).
The services were provided pursuant to a consulting agreement dated Feb. 10, 2024, as amended, between the company and Novus, which is at arm's length to the company. Under the consulting agreement, Novus acts as a non-exclusive financial and strategic adviser to the company, providing corporate finance and operational support and project financing, capital markets, mergers and acquisitions, and public company advice. The consulting agreement originally provided for the payment to Novus of a monthly advisory fee of $20,000, of which $10,000 was payable in cash and $10,000 accrued for three-month periods, but this was amended on Oct. 1, 2024, to $10,000 per month payable only in shares. The payment shares will be subject to a four-month-plus-one-day hold from their date of issuance ending on July 3, 2026.
About EDM Resources Inc.
EDM is a Canadian exploration and mining company that has a 100-per-cent interest in the Scotia mine and related facilities near Halifax, N.S. Through its wholly owned subsidiary, EDM also holds several prospective exploration licences near its Scotia mine and in the surrounding regions of Nova Scotia.
We seek Safe Harbor.
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