XXIX Metal arranges $12-million private placement

Executive Summary

• XXIX Metal Corp. announced a best efforts private placement offering with aggregate gross proceeds of up to $12,000,290, led by SCP Resource Finance LP.
• The offering consists of three distinct security types: Ontario charity flow-through units, Quebec charity flow-through units, and standard units, priced between 12 and 19 cents per unit.
• Proceeds are designated for incurring eligible Canadian exploration expenses (renounced to subscribers) at the Opemiska and Thierry projects, with remaining net proceeds allocated to the Opemiska preliminary feasibility study, general corporate purposes, and working capital.

Key Details

• Gross Proceeds: Up to $12,000,290.
• Over-Allotment Option: Agents have an option to sell additional securities, increasing gross proceeds by up to $1.8 million.
• Security Structure & Pricing:
  • Ontario Charity Flow-Through Units: Priced at 18 cents 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 19 cents 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 12 cents 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:
  • Investor Warrants: Entitle holders to acquire one non-flow-through common share at an exercise price of 17 cents. Exercisable for 24 months from closing. Subject to a restriction on exercise expiring 61 days from the issue date.
  • Broker Warrants: Agents receive broker warrants equal to 6.0% of the number of offered securities sold. Each entitles the holder to purchase one common share at an exercise price of 12 cents for 24 months following closing.
• Use of Proceeds:
  • Flow-Through Units: Gross proceeds used to incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures.
    • Ontario FT proceeds: Expenditures at the Thierry project in Ontario.
    • Quebec FT proceeds: Expenditures at the Opemiska project in Quebec.
    • Renunciation of expenditures to subscribers effective on or before Dec. 31, 2026.
  • Net Proceeds: Advancement of the Opemiska project preliminary feasibility study (including additional studies), general corporate purposes, and working capital.
• Regulatory & Exemptions:
  • 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 in Canada.
  • Securities issued under accredited investor/minimum amount exemptions are subject to a hold period of four months and one day following the issue date.
• Timeline:
  • Offering document dated Jan. 21, 2026.
  • Expected closing: On or about Feb. 11, 2026.
  • Subject to TSX Venture Exchange approval and other regulatory approvals.
• Commission: Agents receive a cash commission of 6.0% of aggregate gross proceeds.

Notable Quotes

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