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/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES . NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES /
Astra Exploration Inc. (" Astra " or the " Company ") (TSXV: ASTR,OTC:ATEPF) (OTCQB: ATEPF) is pleased to announce that it has entered into an agreement with Cormark Securities Inc. (" Cormark "), on behalf of itself and on behalf of a syndicate investment dealers, (collectively, the " Underwriters ") pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 8,065,000 shares of the Company (the " Shares ") at a price of C$0.62 per Share (the " Issue Price ") for aggregate gross proceeds of C$5,000,300 (the " Offering ").
The Company has granted the Underwriters an option, exercisable in whole or in part, at any time prior to Closing Date (as defined below), to purchaser an additional 3,226,000 Shares at the Issue Price for additional gross proceeds of up to C$2,000,120 .
The Company intends to use net proceeds from the Offering for exploration expenditures on the La Manchuria project and for general working capital purposes as described in the Offering Document (as defined below).
The Company is conducting a listed issuer financing pursuant to Section Part 5A.2 of National Instrument 45-106 Prospectus Exemptions , as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption "). to purchasers in Canada (other than the province of Quebec ). The Underwriters will also be entitled to offer the Shares for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 , as amended, and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions. The Shares issued pursuant to the Listed Issuer Financing Exemption will not be subject to a hold period in Canada .
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This news release does not constitute an offer to acquire securities in any jurisdiction.
There is an offering document (the "Offering Document" ) related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and the Company's website at astra-exploration.com . Prospective investors of Shares issued under the Listed Issuer Financing Exemption should read the Offering Document before making an investment decision.
The Offering is expected to close on or about October 8, 2025 , or on such other date as may be agreed to by the Company and the Underwriters, subject to compliance with applicable securities laws (the " Closing Date "). Notwithstanding the foregoing, the closing of the Offering must occur no later than the 45th day following the date of this news release.
The Company has agreed to pay to the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, subject to a reduction to 3% for orders on a president's list.
The completion of the Offering is subject to customary conditions, including, but not limited to, the receipt of all necessary approvals, inclusive of the approval of the TSX Venture Exchange.
About the Company
Astra Exploration Inc. is a precious metals exploration company based out of Vancouver, BC that is actively building a portfolio of high-quality projects in some of the most important mining jurisdictions in Latin America .
The La Manchuria gold-silver project in Santa Cruz , Argentina , over which Astra has an option to acquire 90% interest, is a high-grade gold and silver low sulphidation epithermal (LSE) deposit located in the prolific Deseado Massif which hosts multiple world-class LSE precious metals deposits including Cerro Vanguardia and Cerro Negro , Santa Cruz , Argentina .
The 100% owned Pampa Paciencia gold and silver project in northern Chile is located in the Paleocene mineral province in proximity to such major operating mines as Spence and Sierra Gorda . The project shares several important geological similarities to other Paleocene LSE gold-silver deposits including Faride and El Peñón.
The 100% owned Cerro Bayo project in northern Chile is located in the Maricunga belt approximately 20 km from the Refugio Mine. The project hosts a high sulphidation epithermal (HSE) +/- porphyry gold system with similarities to the Salares Norte deposit to the north in the same belt. The Maricunga belt is one of the most endowed regions in the world for gold and copper deposits.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward Looking Information :
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward- looking statements or information. These forward-looking statements or information may relate to the Company's business activities; the use of proceeds of the Offering, closing of the Offering and required approvals to complete the Offering. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. Such factors include, without limitation: development of the industry in which the Company operates; risks associated with the conduct of the Company's business activities; risks relating to reliance on the Company's management team and outside contractors; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; laws and regulations governing the industry in which the Company operates; operating or technical difficulties; employee relations, labour unrest or unavailability; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and other risk factors disclosed in the Company's public disclosure documents available on the Company's profile at www.sedarplus.com . Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
SOURCE Astra Exploration Inc.
View original content: http://www.newswire.ca/en/releases/archive/September2025/29/c1259.html
