High Tide closes $8.32-million private placement

Executive Summary

• High Tide Resources Corp. has closed concurrent non-brokered private placements, raising aggregate gross proceeds of $8,327,000.
• The financing consists of three distinct tranches: LIFE HD units, charity flow-through (CFT) units, and non-LIFE units, with specific use of proceeds allocated to exploration at the Labrador West iron project and general corporate purposes.
• The transaction includes significant insider participation (2.47 million units) and finder commissions, subject to specific hold periods and regulatory exemptions.

Key Details

• Total Gross Proceeds: $8,327,000.
• Tranche 1 (LIFE HD Units):
  • Quantity: 7.5 million units.
  • Price: $0.20 per unit.
  • Gross Proceeds: $1,500,000 (implied from total CFT/LIFE HD breakdown, though text lists CFT proceeds separately; total LIFE offering proceeds are $7,575,000 for CFT + HD). Correction based on text: The text states CFT units raised $7,575,000. The HD units are part of the "LIFE offering." The text explicitly lists: (i) 7.5M LIFE HD units at $0.20, (ii) 22.5M CFT units at $0.27 for $7,575,000, (iii) 3.76M non-LIFE units at $0.20 for $752,000.
  • Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercise price of $0.30 per share; exercisable for 24 months from issuance.
  • Hold Period: No hold period on common shares. Warrants cannot be exercised for four months from issuance.
• Tranche 2 (Charity Flow-Through Units - CFT):
  • Quantity: 22.5 million units.
  • Price: $0.27 per unit.
  • Gross Proceeds: $7,575,000.
  • Composition: One common share (flow-through share under Subsection 66(15) of the Income Tax Act) and one-half of one warrant.
  • Use of Proceeds: Must be used to incur Canadian exploration expenses prior to Dec. 31, 2027, with qualifying expenditures renounced to purchasers on or before Dec. 31, 2026.
  • Specific Projects: Funds expected to conduct a drill program, advance metallurgical testwork, and complete an environmental baseline study at the Labrador West iron project.
• Tranche 3 (Non-LIFE Units):
  • Quantity: 3.76 million units.
  • Price: $0.20 per unit.
  • Gross Proceeds: $752,000.
  • Composition: One common share and one-half of one warrant.
  • Use of Proceeds: General corporate and working capital purposes.
  • Hold Period: Common shares, warrants, and warrant shares subject to a four-month-and-one-day hold period.
• Finder Compensation:
  • Aggregate Cash Commission: $508,250.
  • Finder Warrants Issued: 1,991,500 finder warrants.
  • Finder Warrant Terms: Entitle holder to acquire one non-LIFE unit at $0.20 for 24 months from issuance.
  • Finder: PowerOne Capital Markets Ltd. and others.
• Insider Participation:
  • Directors and insiders subscribed for an aggregate of 2.47 million units.
  • Classified as a related party transaction under Multilateral Instrument 61-101.
  • Exemption relied upon: Formal valuation and minority shareholder approval requirements waived as insider participation does not exceed 25% of the company's market capitalization.
• Regulatory Status: Offerings subject to final acceptance of the Canadian Securities Exchange. Offered under Listed Issuer Financing Exemption (NI 45-106) and other prospectus exemptions.