Lux Metals exercises option to acquire La Grande

Executive Summary

• Lux Metals Corp. has closed the acquisition of a 100% interest in the La Grande high-grade gold project in Quebec from OVI Mining Corp., issuing over 15 million shares as consideration.
• The company closed the final tranche of a $4 million non-brokered private placement, raising an additional $250,000 to bring total gross proceeds to $4 million for 20 million units.
• Lux Metals completed debt settlement transactions with non-arm's-length creditors, issuing 535,000 shares to settle $107,000 in accrued and outstanding indebtedness.

Key Details

• La Grande Project Acquisition:
  • Lux Metals exercised its option to acquire a 100% interest in the La Grande project, a high-grade gold project in the James Bay region of Quebec.
  • Transaction governed by an option agreement dated Nov. 10, 2025, between Lux Metals and OVI Mining Corp. (formerly La Pulga Mining Corp.).
  • Consideration: Issuance of 15,125,477 common shares to OVI.
  • Deemed price: 20 cents per option share.
  • Regulatory Status: Subject to final approval of the TSX Venture Exchange.
  • Hold Period: Option shares subject to a four-month-and-one-day statutory hold period.
• Private Placement Closing:
  • Closed the second and final tranche of a previously announced $4 million non-brokered private placement.
  • Issuance: 1.25 million units at a price of 20 cents per unit.
  • Gross Proceeds (Tranche 2): $250,000.
  • Total Gross Proceeds: $4 million (including 18.75 million units issued on Jan. 26, 2026).
  • Total Units Issued: 20 million units.
  • Warrant Terms: Each unit consists of one common share and one transferrable share purchase warrant. Each warrant is exercisable into one additional share at $0.40 per share for two years from issuance.
  • Use of Proceeds: Exploration costs and general working capital.
  • Fees: No finders' fees paid in connection with the second tranche.
  • Hold Period: All securities subject to a four-month-and-one-day statutory hold period.
• Debt Settlement:
  • Completed debt settlement with certain non-arm's-length creditors.
  • Shares Issued: Aggregate of 535,000 shares.
  • Issue Price: 20 cents per debt share.
  • Debt Settled: $107,000 in accrued and outstanding indebtedness (full and final settlement).
  • Regulatory Status: Subject to final approval of the TSX-V.
  • Hold Period: Debt shares subject to a four-month-and-one-day statutory hold period.
  • Related Party Transaction: Creditors are corporate entities owned/controlled by officers and directors. Exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 as consideration did not exceed $2.5 million.
  • Disclosure Note: No material change report filed 21 days prior to closing due to expedited closing requirements and late TSX-V approval.