Red Metal Resources closes final tranche of financing

Executive Summary

• Red Metal Resources Ltd. has closed the second and final tranche of its non-brokered private placement, issuing 7,496,633 units at $0.06 per unit for gross proceeds of $449,798.
• The total aggregate gross proceeds for the entire offering (including the first tranche) amount to $997,298, which will be used for general working capital and advancing exploration on the Carrizal copper project in Chile.
• The transaction involved related party transactions under Multilateral Instrument 61-101, with two insiders participating for $58,600, and included the payment of cash finders' fees and issuance of finders' warrants.

Key Details

• Second Tranche Details:
  • Issued 7,496,633 units.
  • Price: $0.06 per unit.
  • Gross Proceeds: $449,798.
• First Tranche Details (for context):
  • Issued 9,125,000 units.
  • Aggregate Gross Proceeds: $547,500.
• Total Offering:
  • Aggregate Gross Proceeds: $997,298.
  • Use of Proceeds: General working capital and exploration of the Carrizal copper project in Chile.
• Warrant Terms (Units):
  • Each unit comprises one common share and one share purchase warrant.
  • Exercise Price: $0.09 for the first 12 months; $0.12 for months 12–24; $0.15 for months 24–36.
  • Hold Period: Statutory four-month hold from the date of issuance.
• Finder’s Fees:
  • Cash Fees Paid: $18,480.
  • Warrants Issued: 308,000 finders' warrants.
  • Finder's Warrant Terms: Entitles holder to purchase one share at $0.06 per share for a period of two years from issuance.
• Related Party Transactions (MI 61-101):
  • Two insiders participated in the second tranche for aggregate proceeds of $58,600.
  • Exemptions relied upon: Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 (fair market value and consideration did not exceed 25% of market capitalization).
  • No material change report filed 21 days prior to closing to expedite the transaction.
• Investor Awareness Campaign:
  • Entered into a 12-month advertising agreement with Dig Media Inc. (Investing News Network) starting Feb. 11, 2026.
  • Cost: $20,000.
  • No securities issued as compensation for this service.

Notable Quotes

• "We are very pleased with the strong support shown in this first tranche. The participation from both new and existing shareholders, including our insiders, reflects continued confidence in Red Metal's strategy and the potential of our projects in Chile. This funding strengthens our position as we advance our exploration plans for 2026." — Caitlin Jeffs, President and CEO