Signature increases private placement to $3.7-million

Executive Summary

• Signature Resources Ltd. has amended and increased its previously announced non-brokered private placement, raising the targeted offering size to $3.7 million to include charity flow-through units alongside existing unit types.
• The company has closed a shares-for-debt transaction, settling $350,000 of outstanding indebtedness owed to a non-arm's-length party by issuing 6,363,636 non-flow-through units.
• The combined transactions constitute a related-party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, with insiders anticipated to acquire significant portions of the issued securities.

Key Details

• Private Placement Amendment:
  • The offering size was increased from $3 million to $3.7 million due to strong investor demand.
  • New unit type added: Charity Flow-Through (FT) Units.
  • Proceeds designated for exploration activities on the Lingman Lake gold project and general working capital.
• Pricing and Terms (Private Placement):
  • Charity FT Units: Issued at 7.7 cents per unit.
  • Flow-Through (FT) Units: Issued at 6.0 cents per unit.
  • Non-Flow-Through (NFT) Units: Issued at 5.5 cents per unit.
  • Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrant Terms: Each whole warrant allows acquisition of one additional common share at $0.10 per share for 12 months from issuance.
  • Hold Period: All securities subject to a four-month hold period per securities laws and TSX Venture Exchange policies.
  • Tax Status: Common shares and warrants for Charity FT and FT units qualify as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada); warrant shares do not.
• Shares-for-Debt Transaction:
  • Closed transaction settling $350,000 of outstanding indebtedness.
  • Issued 6,363,636 non-flow-through units at a deemed price of 5.5 cents per unit.
  • Debt originated from a cash advance made on Jan. 2, 2025, to a non-arm's-length party, with amendments on April 17, Aug. 1, and Sept. 24, 2025.
  • Debt settlement agreement executed on Oct. 15, 2025.
  • NFT Units consist of one common share and one-half of one warrant (same warrant terms as private placement: $0.10 exercise price, 12-month duration).
  • Hold Period: Statutory hold period ended Feb. 23, 2025; subject to final acceptance by TSX Venture Exchange.
• Related-Party Transaction Details:
  • Insiders are anticipated to acquire a total of 6.25 million FT units and 15 million NFT units (including the debt-for-unit transaction).
  • Classified as a related-party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101.

Notable Quotes

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