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HM Exploration Corp. ("HM Exploration" or "HM" or the "Company") (CSE: HM), is pleased to announce that it has closed its previously announced non-brokered listed issuer financing exemption private placement offering (the "LIFE Offering") by issuing 2,955,666 "flow-through" units (the "LIFE FT Units") of the Company at $0.5075 per LIFE FT Unit for gross proceeds of $1,500,000.50. Each LIFE FT Unit is comprised of one common share in the capital of the Company (a "LIFE FT Share") and one common share purchase warrant (a "LIFE Warrant"). Each LIFE FT Share was issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each LIFE Warrant is exercisable to acquire one additional common share of the Company at an exercise price of $0.75 for a period of twenty-four (24) months from the date of closing.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was made to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Exemption"). The securities issued under the Exemption are not subject to a hold period in accordance with applicable Canadian securities laws.
The Company intends to use the gross proceeds of the LIFE Offering to advance the exploration of the Company's Lewis Pilley's Project located in Newfoundland. The proceeds from the sale of the LIFE FT Units will be used to incur exploration expenses that qualify as "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) (the "Tax Act") and "flow-through critical mineral mining expenditures" as defined in subsection 127(9) of the Tax Act for purposes of the critical mineral exploration tax credit. Such expenses will be incurred on or before December 31, 2027, and renounced to the subscribers with an effective date no later than December 31, 2026.
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 press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About HM Exploration Corp.
The Company is currently advancing the Devil's Den Project, an exploration-stage property consisting of two contiguous claims totaling approximately 3,200 hectares on Vancouver Island, British Columbia. Exploration work completed in 2022 established four geochemical grids to identify possible buried mineralization, uncovering multiple high-grade occurrences including copper values up to 4.68% at surface (Devil's Den NI 43-101, Nov 2022). Phase One exploration completed in 2025 included high-resolution UAV magnetic surveying and a lithogeochemical program, which identified new structural targets and zones of elevated copper, zinc, and nickel geochemistry. The project hosts multiple historical adits with high-grade surface occurrences that remain undrilled. HM believes a lack of adequate modern exploration has left significant discovery potential.
The Company also controls the Lewis Pilley's Project in Newfoundland, a 42.25 km² land package hosting a cluster of volcanogenic massive sulfide (VMS) systems and the historic Pilley's Island Mine (~450,000 tonnes of ore produced in the late 1800s). Historic drilling at the 3B-Zone returned significant intersections, including 16.77m of 1.84% Cu and 3.05m of 5.03% Zn with 1.02 g/t Au (Au Pell, 1989). The geological setting is directly analogous to the prolific Buchans camp, with multiple underexplored showings and strong potential for new discoveries.
HM Exploration is committed to applying modern exploration techniques across its projects to unlock value in historically underexplored Canadian mining districts.
On Behalf of the Board of Directors
HM EXPLORATION CORP.
"Nicholas Rodway"
Director & CEO
info@hmexploration.com
Forward Looking Statements
This news release includes certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward-looking statements or information.
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of HM, future growth potential for HM and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of copper, gold and other metals; costs of exploration and development; the estimated costs of development of exploration projects; HM's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.
This news release contains "forward-looking information" within the meaning of the Canadian securities laws. Statements, other than statements of historical fact, may constitute forward looking information and include, without limitation, statements regarding the LIFE Offering and future exploration activity on its Lewis Pilley's Project. With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions regarding, among other things, the geological, metallurgical, engineering, financial and economic advice that the Company has received is reliable and are based upon practices and methodologies which are consistent with industry standards. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of well results and the geology, continuity and grade of copper, gold and other metal deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; increased costs and restrictions on operations due to compliance with environmental and other requirements; increased costs affecting the metals industry and increased competition in the metals industry for properties, qualified personnel, and management. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
The Canadian Securities Exchange (CSE) does not accept responsibility for the adequacy or accuracy of this release.
