Lux Metals Closes Acquisition of High-Grade Gold La Grande Project in Quebec and Final Tranche of $4 Million Private Placement

Executive Summary

• Lux Metals exercised its option to acquire 100% of the La Grande gold project, issuing ~15.13 M common shares to OVI Mining at a deemed C$0.20 per share.
• The company closed the second and final tranche of its $4 M non‑brokered private placement, raising an additional $250 k (total $4 M) through 1.25 M units priced at $0.20 each, each unit containing one common share and a warrant exercisable at $0.40.
• Lux completed a related‑party debt settlement, issuing 535 k shares at $0.20 to settle $107 k of indebtedness; all issuances are subject to statutory hold periods and pending TSXV approval.

Key Details

• Acquisition – La Grande Project
• Exercised option dated November 10 2025 to acquire 100% interest in the high‑grade gold La Grande project (James Bay, Québec).
• Consideration: issuance of 15,125,477 common shares to OVI Mining at a deemed price of C$0.20 per share.

• Transaction remains subject to final TSXV approval; shares subject to a four‑month and one‑day statutory hold period.

• Final Tranche Private Placement

• Closed second and final tranche of previously announced $4 M non‑brokered placement.
• Issued 1,250,000 units at $0.20 per unit for gross proceeds of $250,000.
• Combined with the first tranche (18,750,000 units on Jan 26 2026), total issuance = 20,000,000 units; total gross proceeds = $4 M.
• Each unit: 1 common share + 1 transferable warrant (exercisable for an additional share at $0.40 per share, valid for two years).
• Proceeds earmarked for exploration costs and general working capital.

• No finder's fees paid; securities subject to a four‑month and one‑day statutory hold period.

• Debt Settlement

• Completed settlement with non‑arm’s length creditors (officers/directors) by issuing 535,000 shares at $0.20 per share.
• Settlement amount: $107,000 of accrued indebtedness fully extinguished.
• Shares also subject to a four‑month and one‑day statutory hold period; transaction pending TSXV approval.

• Treated as a related‑party transaction under MI 61‑101 but exempt from valuation/minority shareholder approval because consideration < $2.5 M.

• Regulatory & Legal

• All issuances comply with applicable securities laws and are subject to statutory hold periods.
• The company disclosed that the release does not constitute an offer in the United States and included standard forward‑looking statements and cautionary notes.

Notable Quotes

“The acquisition of La Grande positions Lux Metals to advance a high‑grade gold project with significant upside, while the successful private placement and debt settlement provide the capital needed to fund our exploration program and strengthen our balance sheet.” – Carl Ginn, President & CEO

All material facts from the release have been retained; boilerplate and forward‑looking disclaimer language have been omitted for brevity.