XXIX Metal increases private placement to $15-million

Executive Summary

• XXIX Metal Corp. has upsized its previously announced best-effort private placement offering from a maximum of $12,000,290 to $15,000,120.
• The offering consists of three types of securities: Ontario charity flow-through units, Quebec charity flow-through units, and standard units, with varying prices and tax implications.
• Gross proceeds will be primarily used for eligible Canadian exploration expenses (flow-through shares) and the advancement of the Opemiska project preliminary feasibility study, with closing expected on or about February 11, 2026.

Key Details

• Offering Size: Upsized to up to $15,000,120 (previously up to $12,000,290).
• Securities Offered:
  • Ontario Charity Flow-Through Units: Priced at $0.18 per unit. Each unit consists of one common share and one-half of one common share purchase warrant. Qualifies as a flow-through share under the Income Tax Act (Canada).
  • Quebec Charity Flow-Through Units: Priced at $0.19 per unit. Each unit consists of one common share and one-half of one warrant. Qualifies as a flow-through share under the Taxation Act (Quebec).
  • Standard Units: Priced at $0.12 per unit. Each unit consists of one common share and one-half of one warrant. Does not qualify as a flow-through share.
• Warrant Terms:
  • Each warrant entitles the holder to acquire one non-flow-through common share at an exercise price of $0.17 per warrant share.
  • Warrants are exercisable for a period of 24 months from the closing of the offering.
  • Exercise is subject to a restriction expiring 61 days from the issue date.
• Use of Proceeds:
  • Flow-Through Proceeds: Used to incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures. Specifically, Quebec FT proceeds fund the Opemiska project in Quebec, and Ontario FT proceeds fund the Thierry project in Ontario. All qualifying expenditures will be renounced in favor of subscribers on or before December 31, 2026.
  • Non-Flow-Through Proceeds: Used for the advancement of the Opemiska project preliminary feasibility study (including additional studies), general corporate purposes, and working capital.
• Agent Compensation:
  • Cash commission of 6.0% of aggregate gross proceeds.
  • Broker warrants equal to 6.0% of the number of offered securities sold.
  • Broker warrants entitle the holder to purchase one common share at an exercise price of $0.12 for 24 months following closing.
• Regulatory & Legal:
  • Offered under Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935.
  • Securities issued to Canadian subscribers under the listed issuer financing exemption are not subject to a hold period.
  • Securities issued under other exemptions (accredited investor/minimum amount) are subject to a hold period of four months and one day following the issue date.
• Option to Over-Allot: Agents have an option to sell additional securities, increasing aggregate gross proceeds by up to $2.25 million.
• Closing Date: Expected on or about February 11, 2026, subject to regulatory approvals including TSX Venture Exchange.

Notable Quotes

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