Fuerte closes $17.24-million private placement

Executive Summary

• Fuerte Metals Corp. has closed a brokered private placement raising aggregate gross proceeds of $17,249,933.
• The offering consisted of 1,380,950 flow-through common shares and 1,655,620 special flow-through common shares, led by Stifel Nicolaus Canada Inc. and BMO Capital Markets.
• Proceeds will be used to incur eligible Canadian exploration expenses related to the Coffee gold project, with renunciations effective December 31, 2025.

Key Details

• Aggregate Gross Proceeds: $17,249,933.
• Flow-Through Shares (FT):
  • Quantity: 1,380,950 shares (including exercise of agent's option for up to 428,570 additional shares).
  • Price: $5.25 per share.
  • Gross Proceeds: $7,249,988.
• Special Flow-Through Shares:
  • Quantity: 1,655,620 shares.
  • Price: $6.04 per share.
  • Gross Proceeds: $9,999,945.
• Statutory Hold Period: Expires on April 19, 2026.
• Agents: Stifel Nicolaus Canada Inc. and BMO Capital Markets (co-lead agents/joint bookrunners); syndicate included National Bank Financial Inc., Desjardins Capital Markets, and Ventum Financial Corp.
• Agent Compensation: Cash commission of 5% of gross proceeds (reduced to 2% for sales to purchasers on the president's list).
• Use of Proceeds: To incur eligible Canadian exploration expenses (Section 66.1(6) of the Income Tax Act) qualifying as flow-through mining expenditures for the Coffee gold project.
• Renunciation Date: Qualifying expenditures to be renounced in favor of subscribers effective December 31, 2025.
• Insider Participation: Directors, officers, and insiders purchased an aggregate of 280,000 FT shares.
• Regulatory Context: The insider participation is a related-party transaction exempt from formal valuation and minority shareholder approval under Multilateral Instrument 61-101, as the fair market value is not more than 25% of the company's market capitalization. No material change report was filed 21 days prior to closing due to expedited business reasons.