Xcite Resources, Eagle Plains sign amending agreements

Executive Summary

• Xcite Resources Inc. announced a concurrent private placement to raise up to $4 million in gross proceeds, consisting of a Listed Issuer Financing Exemption (LIFE) offering and a Flow-Through Share (FT) offering.
• The company entered into six amending agreements with Eagle Plains Resources Ltd. to postpone $1.2 million in aggregate work commitments on its Athabasca uranium property portfolio to December 31, 2025.
• The company issued promissory notes totaling $245,520 to two insiders for accrued management fees, with repayment due by November 30, 2026.

Key Details

• Financing Structure & Proceeds:
  • Total gross proceeds target: Up to $4 million.
  • LIFE Offering: Up to 9,166,667 units at $0.12 per unit, raising up to $1.1 million.
  • Flow-Through Offering: Up to 18,125,000 FT common shares at $0.16 per share, raising up to $2.9 million.
• LIFE Offering Terms:
  • Each unit consists of one common share and one-half of one common share purchase warrant.
  • Warrants entitle holder to purchase one common share at $0.20 per share for 48 months from issuance.
  • No statutory hold period under Canadian securities laws (Listed Issuer Financing Exemption).
  • Net proceeds to be used for general corporate purposes.
• Flow-Through Share Terms:
  • Issued under accredited investor and minimum amount exemptions.
  • Subject to a statutory hold period of four months and one day.
  • Gross proceeds to be used for eligible Canadian exploration expenses (CEE) related to the Uranium City project portfolio in Saskatchewan.
  • CEE to be renounced to purchasers with an effective date no later than December 31, 2025.
• Agent Compensation:
  • Lead Agent: Canaccord Genuity Corp.
  • Commission: 8% of aggregate gross proceeds, payable in cash or shares at $0.12/share.
  • Broker Warrants: Warrants for securities equal to 8% of the number of securities sold, exercisable at the offering price for 24 months.
  • Corporate Finance Fee: $120,000, payable in cash or shares at $0.12/share.
• Shareholder Approval:
  • Closing is subject to shareholder approval via written resolution signed by shareholders holding more than 50% of common shares.
  • Insiders may participate in the financing.
• Athabasca Uranium Portfolio Amendments:
  • Six amending agreements entered with Eagle Plains Resources Ltd. (dated Sept. 15, 2025).
  • Work commitments of $1.2 million in aggregate postponed to December 31, 2025.
  • Properties affected: Gulch, Lorado, Smitty, Don Lake, Beaver River, and Black Bay.
• Promissory Notes:
  • Aggregate value: $245,520.
  • Issued to two insiders effective August 31, 2025.
  • Non-interest bearing, due and payable no later than November 30, 2026.
  • Represents accrued but unpaid management fees.