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Anteros Metals Inc. (CSE: ANT) ("Anteros" or the "Company") announces that, further to its press release of March 25, 2026, it has closed its non-brokered private placement through the issuance of 6,603,077 flow-through units (each, an "FT Unit") at a price of $0.065 per FT Unit, and 11,716,000 hard dollar units (each, a "Unit") at a price of $0.05 per Unit, for aggregate gross proceeds of $1,015,000 (the "Offering").
Each FT Unit was comprised of one common share, issued on a flow-through basis ("FT Share") and one-half of one whole common share purchase warrant, issued on a non-flow-through basis (each whole warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (each, a "Common Share") at a price of $0.10 per Common Share for a period of twenty-four (24) months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the Canadian Securities Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.15 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Warrant term (the "Reduced Warrant Term") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The FT Shares will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada), which also qualify for the Canadian government's Critical Mineral Exploration Tax Credit. Each Unit was comprised of one Common Share and one-half of one whole Warrant.
The net proceeds from the sale of the Units will be used for general working capital purposes and the gross proceeds of the Offering received from the sale of the FT Shares will be used to incur "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada). All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
In connection with the first and second tranches, the Company: (i) paid aggregate cash commissions of $40,671; and (ii) issued an aggregate of 727,400 finder's warrants (each, a "Finder's Warrant") to certain finders (the "Finders"). Each Finder's Warrant is exercisable to purchase one additional common share (each, a "Finder's Share") at a price of $0.10 per Finder's Share for a period of two (2) years from the date of issuance.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider of the Company acquired 538,461 FT Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Anteros Metals Inc.
Anteros Metals Inc. is a Canadian mineral exploration company focused on advancing projects in Newfoundland and Labrador and select Canadian jurisdictions, targeting critical minerals relevant to the energy transition.
For further information:
Email: info@anterosmetals.com | Phone: +1-709-769-1151
Web: www.anterosmetals.com
On behalf of the Board of Directors:
Chris Morrison
Director
Email: chris@anterosmetals.com
Phone: +1-709-725-6520
16 Forest Road, Suite 200, St. John's, NL, Canada A1X 2B9
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding assay results, gas observations, exploration plans, and resumption of drilling. Forward-looking information is based on assumptions that may prove incorrect and is subject to risks, uncertainties, and contingencies that could cause actual results to differ materially. Readers are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any obligation to update such statements except as required by law.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295327
