Venerable Ventures closes $40-million private placement

Executive Summary

• Venerable Ventures Ltd. closed a brokered best‑efforts private placement raising $40 million in gross proceeds.
• Proceeds will fund a 50,000‑metre drill program, trade‑off studies, feasibility work and permitting for the former Minto copper‑gold‑silver mine, supporting a potential restart decision in early 2027.
• The offering is tied to a proposed reverse takeover and name change to Selkirk Copper Mines Inc., with related board reconstitution and First Nations director appointments.

Key Details

• Offering Structure – Total of 62,838,424 subscription receipts issued:
• 35,850,656 non‑flow‑through (FT) receipts @ $0.56 each.
• 15,083,006 FT receipts @ $0.60 each.
• 11,904,762 charity FT receipts @ $0.84 each.
• Concurrent Shares – Subscription for 1,785,715 common shares at $0.56 per share placed in escrow pending transaction completion.
• Lead Agents – Canaccord Genuity Corp. (lead & sole bookrunner) with Haywood Securities Inc., Raymond James Ltd., and Research Capital Corp.
• Use of Proceeds –
• Non‑FT proceeds: exploration activities, general and administrative expenses.
• FT and charity FT proceeds: eligible Canadian flow‑through exploration expenditures; to be renounced to subscribers by Dec 31 2025 (minimum amount equal to gross FT proceeds).
• Escrow Release Conditions – Board, shareholder and regulatory approvals (including conditional TSX‑V listing), satisfaction of definitive agreement conditions, and legal opinion confirming free tradeability of issued shares. Deadline for release: Nov 28 2025.
• Commission & Warrants – Agents receive 6% cash commission on gross proceeds (2% for “president’s list” subscribers) plus 3,110,906 broker warrants (exercise price $0.56, exercisable up to 24 months after escrow release).
• Related‑Party Participation – Insiders subscribed for 808,786 receipts; exemption from formal valuation/minority approval under MI 61‑101 as the amount is < 25% of market cap. No material change report filed >21 days before closing due to timing constraints.
• Corporate Actions – Post‑closing intent to rename the company Selkirk Copper Mines Inc., reconstitute the board, and appoint two directors nominated by SelkirkCo (Greg Fekete and Stephen Mills). Name change subject to TSX‑V approval.

Notable Quotes

“We are very pleased with the strong interest we have received from investors to proceed with our plans to complete a 50,000‑metre drill program… in support of a potential restart decision in early 2027.” – M. Colin Joudrie, President & CEO

“We look forward to completion of the proposed reverse takeover and timely receipt of the necessary approvals … including conditional approval from the TSX‑V for listing of the common shares in Selkirk Copper Mines Inc.” – M. Colin Joudrie, President & CEO