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Search Minerals Inc. (TSXV: SMY,OTC:SHCMF) (OTC Pink: SHCMF) ("Search Minerals" or the "Company") is pleased to announce that it has closed the initial tranche (the "Initial Tranche") of its previously announced non-brokered private placement financing (the "Financing") (News Release dated July 13, 2026), for aggregate gross proceeds of C$615,000, with the Unit Financing portion fully subscribed. Red Cloud Securities Inc. ("Red Cloud") acted as finder in connection with the Initial Tranche.
"We are very pleased with the strong investor demand for this financing, which resulted in the Unit Financing being fully subscribed," said Jason Macintosh, Interim CEO of Search Minerals. "Given this level of support, we are pleased to upsize the Unit Financing by an additional C$100,000, providing Search Minerals with additional capital to advance our Foxtrot and Deep Fox projects as we continue to build out our Critical Rare Earth Elements business in Labrador."
The Initial Tranche consists of: (i) 851,064 units of the Company (each, a "Unit") at a price of C$0.235 per Unit, for gross proceeds of C$200,000 (the "Unit Financing"), representing the full amount previously announced under the Unit Financing; and (ii) 1,537,037 critical mineral flow-through units of the Company (each, a "FT Unit") at a price of C$0.27 per FT Unit, for gross proceeds of C$415,000 (the "FT Financing"), for aggregate gross proceeds under the Initial Tranche of C$615,000.
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one common share purchase warrant (each, a "Warrant"). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at an exercise price of C$0.35 per Warrant Share for a period of 36 months following the date of issuance.
The gross proceeds from the FT Financing will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada), related to the Company's Foxtrot and Deep Fox projects in Labrador. The Company also intends that such expenses will be eligible for the Critical Mineral Exploration Tax Credit. The net proceeds from the Unit Financing will be used by the Company for working capital and general corporate purposes.
In connection with the Initial Tranche, the Company paid a cash finder's fee and issued compensation warrants to each of Red Cloud and Canaccord Genuity Corp. ("Canaccord").
Petra Holdings Company Inc., a company controlled by Michael Pearson, a director of the Company, participated in the Initial Tranche. This participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of Petra Holdings Company Inc.'s participation, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, Petra Holdings Company Inc. exceeds 25% of the Company's market capitalization, in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101.
UPSIZED UNIT FINANCING
The Initial Tranche was completed in accordance with all necessary regulatory approvals, including the conditional acceptance of the TSX Venture Exchange. The Company expects to close the balance of the Financing in one or more subsequent tranches, which is expected to include the remaining C$385,000 available under the FT Financing together with an upsized Unit Financing of up to an additional C$100,000 (increasing the maximum size of the Unit Financing to C$300,000), for aggregate remaining proceeds of up to C$485,000. There can be no assurance that the balance of the Financing will be completed, whether in whole or in part, and any subsequent tranche remains subject to the receipt of all necessary regulatory and other approvals, including the acceptance of the TSX Venture Exchange.
The Unit Shares, FT Shares and Warrant Shares issued under the Initial Tranche are subject to a hold period expiring December 7, 2026, being four months and one day from the closing date of the Initial Tranche, in accordance with applicable securities laws. The Unit Shares, FT Shares and Warrant Shares issuable under any subsequent tranche will be subject to a hold period of four months and one day from the applicable closing date, in accordance with applicable securities laws.
The securities to be issued pursuant to the Financing 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 U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT Search Minerals
Led by a proven management team and board of directors, Search is focused on finding and developing Critical Rare Earth Elements (CREE), Zirconium (Zr) and Hafnium (Hf) resources within the emerging Port Hope Simpson – St. Lewis CREE District of South-east Labrador. The Company controls a belt 64 km long and 2 km wide and is road accessible, on tidewater, and located near 3 local communities. Search has completed a preliminary economic assessment report with resource estimates for FOXTROT and DEEP FOX. Search is also working on four exploration prospects along the belt which include: FOX MEADOW, SILVER FOX, FOX RUN and AWESOME FOX.
Search has continued to optimize its patented Direct Extraction Process technology with the generous support from the Department of Energy and Mines, Government of Newfoundland and Labrador, and from the Atlantic Canada Opportunity Agency. Search has completed two pilot plant operations and produced highly purified mixed rare earth carbonate concentrate and mixed REO concentrate for separation and refining.
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR+ at www.sedarplus.ca.
For further information about Search Minerals, please contact:
Jason Macintosh
Interim CEO
Telephone: 416-320-9296
Email: jason.macintosh@searchminerals.ca
Forward-Looking Statements
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipate", "expect", "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward-Looking Information in this news release is based on certain material assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Search Minerals to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include those factors discussed in Search Minerals' public filings. Although Search Minerals has attempted to identify important factors that could affect Search Minerals and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For further information on these and other risks and uncertainties that may affect the Company's business, see the Company's Management's Discussion and Analysis filed with certain Canadian securities regulators, which are available at www.sedarplus.ca. Except as required by law, Search Minerals does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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/308493
