Original News Release
XXIX Metal closes $6-million private placement
Mr. Guy Le Bel reports
XXIX ANNOUNCES CLOSING OF $6.0 MILLION FINANCING
XXIX Metal Corp. has closed its previously announced best effort private placement offering. The offering was led by Beacon Securities Ltd. as lead agent and bookrunner on behalf of a syndicate of agents including Canaccord Genuity Corp., SCP Resource Finance LP and Haywood Securities Inc. Pursuant to the offering, the company issued 24.8 million Ontario charity flow-through units at a price of 12.1 cents per Ontario FT unit and 22.73 million Quebec charity flow-through units at a price of 13.2 cents per Quebec FT unit for combined gross proceeds to the company of $6,001,160.
Each Ontario FT unit and Quebec FT unit consists of one common share of the company and one-half of one common share purchase warrant of the company, each of which will qualify as a flow-through share within the meaning of: (i) the Income Tax Act (Canada); (ii) the Taxation Act, 2007 (Ontario), with respect to the FT shares and warrants comprising the Ontario FT units; and (iii) the Taxation Act (Quebec) with respect to the FT shares and warrants comprising the Quebec FT units.
Each warrant entitles the holder thereof to acquire one non-flow-through common share of the company at a price per warrant share of 12 cents for a period of 36 months from the closing of the offering.
The offered securities were issued pursuant to Part 5A of National Instrument 45-106 (Prospectus Exemptions) and in reliance on the amendments to Part 5A of NI 45-106 set forth in co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The offered securities issued under the listed issuer financing exemption are not subject to a hold period in Canada.
The company will use an amount equal to the gross proceeds from the sale of the offered securities to incur eligible Canadian exploration expenses: (i) that will qualify as flow-through critical mineral mining expenditures as such terms are defined in the tax act; and (ii) in respect of Ontario resident subscribers who are eligible individuals under the Taxation Act (Ontario) that will also qualify as eligible Ontario critical mineral exploration expenditures related to the company's mineral properties located in Ontario, Canada, and in Quebec, Canada, on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers, effective on or before Dec. 31, 2025.
The offering is subject to the final approval of the TSX Venture Exchange.
Insiders of the company participated in the offering and purchased a total of 2,052,500 units of the company. Participation by insiders constitutes a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under Section 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities issued under the offering to insiders, nor the consideration paid by insiders of the company exceeded 25 per cent of the company's market capitalization.
About XXIX Metal Corp.
XXIX is advancing its Opemiska and Thierry copper projects, two significant Canadian copper assets. The Opemiska project, one of Canada's highest-grade open-pittable copper deposits, spans 21,333 hectares in Quebec's Chapais-Chibougamau region, with strong infrastructure and nearby access to the Horne smelter. A June, 2025, resource update reported a pit-constrained resource of 62.7 million tonnes at 1.04 per cent copper equivalent (indicated) and 78.4 million tonnes at 0.41 per cent CuEq (inferred). The Thierry project hosts two past-producing open pits that transitioned to underground mining. Historically, copper concentrate was shipped to the Horne smelter in Rouyn-Noranda, Que. Significant infrastructure is already in place, with the Thierry property being accessible through an all-season road, an airport within five kilometres, a provincial power grid within eight km and nearby rail. With these two high-potential projects, the company has solidified its position as a key player in the Canadian copper sector and has established itself as one of Eastern Canada's largest copper developer.
We seek Safe Harbor.
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